Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Amendment to Employment Agreement with
On
The Revised Gupta Compensation Schedule is effective
Under the Revised Gupta Compensation Schedule, the Gupta Performance-Based Cash
Bonus for the 2023 calendar year will be based on (i) the Company's Consolidated
Revenues; (ii) the Company's Consolidated Gross Profit Dollars; (iii) the
Company's Non-GAAP Diluted Earnings Per Share; and (iv) the Company's Offshore
Staffing
Except as amended by the Revised Gupta Compensation Schedule, the terms of the Gupta Employment Agreement are unchanged and remain in full force and effect.
Amendment to Employment Agreement with
On
The Revised Cronin Compensation Schedule is effective
Under the Revised Cronin Compensation Schedule, the Cronin Performance-Based Cash Bonus for the 2023 calendar year will be based on (i) the Company's Consolidated Revenue; (ii) the Company's Non-GAAP Diluted Earnings Per Share; and (iii) the Company's Consolidated Gross Profit Dollars.
Except as amended by the Revised Cronin Compensation Schedule, the terms of the Cronin Employment Agreement are unchanged and remain in full force and effect.
The foregoing descriptions of the Revised Gupta Compensation Schedule and the Revised Cronin Compensation Schedule do not purport to be complete and are qualified in their entirety by the full text of (i) the Revised Gupta Compensation Schedule; and (ii) the Revised Cronin Compensation Schedule, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Schedule A-7, datedMarch 15, 2023 , to Fourth Amended and Restated Executive Employment Agreement, dated as ofMarch 20, 2019 , betweenMastech Digital Technologies, Inc. ,Mastech Digital, Inc. andVivek Gupta . 10.2 Schedule A-12, datedMarch 15, 2023 , to Third Amended and Restated Executive Employment Agreement, dated as ofMarch 20, 2019 , betweenMastech Digital Technologies, Inc. ,Mastech Digital, Inc. and John J. Cronin, Jr. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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