(d) Appointment of New Director
The Board of Directors (the “Board”) of Datawatch Corporation (the “Company”) has appointed Christopher T. Cox to a newly created seat on the Company’s Board, effective August 21, 2012. Mr. Cox is an investor in and a Managing Member of WC Capital, LLC, which owns approximately 10.9% of the Company’s outstanding common stock. He is a Partner at Cadwalader, Wickersham & Taft LLP.
As a non-employee director, Mr. Cox is entitled to compensation pursuant to the Company’s director compensation policies described on page 9 of the Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “SEC”) on January 30, 2012. In accordance with such policies, Mr. Cox will receive effective upon his election restricted stock units for 2,500 shares of Common Stock, $.01 par value, of the Company, to be vested in one-third increments on each of the first and second anniversary of August 21, 2012, with the balance to be vested on the third anniversary of August 21, 2012. The
agreement setting forth the terms and conditions of such grant is in the same form as the Restricted Stock Unit Agreements entered into by the Company’s other non-employee directors in connection with similar grants. Such form was filed as Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed with the SEC on December 22, 2011, and is incorporated herein by reference.
In connection with his appointment, Mr. Cox will also enter into an indemnification agreement with the Company (the “Indemnification Agreement”), which will be in the same form as the indemnification agreements entered into by the other non-employee directors on the Company’s Board. The Indemnification Agreement will require the Company to indemnify Mr. Cox for any and all expenses (including attorney fees), judgments, penalties, fines and amounts paid in settlement which are actually and reasonably incurred by him in connection with any threatened, pending or completed proceeding arising out of Mr. Cox’s status as a director of the Company. In addition, the
Indemnification Agreement will require the Company to advance expenses incurred by Mr. Cox in connection with any proceeding against him with respect to which he may be entitled to indemnification by the Company. A form of the Indemnification Agreement was filed with the Securities Exchange Commission as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, and is incorporated herein by reference.
On August 24, 2012, the Company issued a press release regarding the appointment of Mr. Cox. The press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.