Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On January 26, 2021, J. Michael Myshrall, the Chief Financial Officer of Cyren
Ltd. (the "Company"), notified the Company of his intention to resign from his
position as Chief Financial Officer effective February 28, 2021. The Company has
appointed Kenneth Tarpey as Chief Financial Officer effective February 1, 2021.
Mr. Myshrall will remain with the Company in an advisory capacity to assist with
the transition. The full text of the Company's press release is attached as
Exhibit 99.1.
Mr. Tarpey's base salary will initially be $290,000. Mr. Tarpey will be eligible
to earn an annual bonus of up to 40% of his annual base salary, based on
achievement of certain objectives defined in the executive bonus plan, as
approved by the Board of Directors and subject to the Executive Compensation
Policy of the Company. Mr. Tarpey will also receive a restricted stock unit
award of 650,000 Ordinary Shares under the Company's 2016 Equity Incentive Plan.
Mr. Tarpey is also eligible for severance benefits under certain events of
termination equal to six months of Mr. Tarpey's then-current base salary. The
foregoing summary is not complete and is qualified in its entirety by reference
to the full and complete terms of the Offer Letter and the Supplemental Letter
Agreement, copies of which are attached as Exhibit 10.1 and Exhibit 10.2,
respectively, to this Current Report on Form 8-K and are incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1 Offer Letter dated January 26, 2021
10.2 Supplemental Letter Agreement dated January 26, 2021
99.1 Press release of Cyren Ltd. dated January 27, 2021
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