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TMCNet:  WIRELESS RONIN TECHNOLOGIES INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits

[April 02, 2014]

WIRELESS RONIN TECHNOLOGIES INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits

(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective April 2, 2014, Darin P. McAreavey resigned as Senior Vice President and Chief Financial Officer of Wireless Ronin Technologies, Inc. ("Wireless Ronin" or the "Company").

On April 2, 2014, Wireless Ronin entered into an Executive Employment Agreement with John Walpuck, pursuant to which Mr. Walpuck will serve as the Company's Chief Financial Officer and Chief Operating Officer. The agreement is effective for a one-year term, which automatically renews for additional one-year periods unless either the Company or Mr. Walpuck elects not to extend the employment term. The agreement provides for an initial annual base salary of $240,000, subject to annual increases but generally not subject to decreases. Under the agreement, Mr. Walpuck is eligible to participate in performance-based cash bonus or equity award plans for the Company's senior executives. Mr. Walpuck will participate in employee benefit plans, policies, programs, perquisites and arrangements to the extent he meets eligibility and other requirements.


In the event of a termination of employment for good reason, as defined, without cause, as defined, or within 12 months following a change in control, as defined, other than for reason of death, disability or for cause, any of which occur during the first year of Mr. Walpuck's employment, Mr. Walpuck will be entitled to receive a severance payment equal to six months of his base salary. After the one-year anniversary of his employment, the severance amount increases to 12 months of then-current base salary. The agreement provides that any severance payments would be paid in installments over the course of a one-year period.

The agreement contains certain non-solicitation and non-competition provisions that continue after employment for a period of one year. The agreement also contains other customary restrictive and other covenants relating to the confidentiality of information, the ownership of inventions and other matters.

In connection with his appointment as the Company's Chief Financial Officer and Chief Operating Officer, the Company will grant Mr. Walpuck an option to purchase 270,000 shares of common stock at an exercise price equal to the closing price on April 2, 2014. The option vests in equal annual installments on the 6-month, 18-month, 30-month and 42-month anniversaries of the date of the option grant (April 2, 2014). The option is subject to accelerated vesting in circumstances, including upon the occurrence of a change in control occurring after April 2, 2015. Upon a termination of Mr. Walpuck's employment (other than for cause), vested portions of the option will remain outstanding and exercisable until the earlier of 90 days after termination or the date on which the option expires. If Mr. Walpuck's employment is terminated for cause, the Company may cancel the option in its entirety.

The press release announcing Mr. McAreavey's resignation and Mr. Walpuck's employment is attached to this report as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of Wireless Ronin Technologies, Inc. issued April 2, 2014.

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