Cision Ltd. (CISN)

FORM 10-K/A | Amended Annual Report
Apr. 5, 2019 5:00 PM
|
About: Cision Ltd. (CISN)View as PDF
CISION LTD. (Form: 10-K/A, Received: 04/05/2019 17:02:59)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 10-K/A

(Amendment No. 1)

 

 

 

(Mark One)

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2018

 

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from       to      

 

Commission File Number: 001-38140

 

Cision Ltd.

(Exact name of Registrant as specified in its charter)

 

Cayman Islands   N/A

(State or other jurisdiction

of incorporation or organization)

  (I.R.S. Employer Identification No.)

 

130 East Randolph Street, 7th Floor

Chicago, Illinois 60601

(Address of principal executive offices)

(Zip Code)

 

866-639-5087

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Ordinary Shares, par value $0.0001 per share

Warrants, each to purchase one Ordinary Share

 

New York Stock Exchange

NYSE American

(Title of each class)   (Name of each exchange on which registered)

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

 

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨ No x

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

 

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Yes x No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company ¨
    Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ¨ No x

 

The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant as of June 29, 2018, the last business day of the Registrant’s predecessor’s most recently completed second fiscal quarter, was approximately $823,829,841.

 

148,328,727 ordinary shares, par value $0.0001 per share, were issued and outstanding as of April 3, 2019.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, originally filed on March 1, 2019 (the “Original Filing”). We are filing this Amendment to include the information required by Part III and not included in the Original Filing, as we do not intend to file a definitive proxy statement for our annual general meeting of shareholders within 120 days of the end of our fiscal year ended December 31, 2018. In addition, in connection with the filing of this Amendment and pursuant to the rules of the Securities and Exchange Commission (the “SEC”), we are including with this Amendment new certifications of our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15 of Part IV has also been amended to reflect the filing of these new certifications.

 

Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing.

 

As used in this Amendment, unless the context requires otherwise, the “Company,” “Cision,” “our,” and “we” mean Cision Ltd. and its consolidated subsidiaries. The “Business Combination” refers to our combination with Capitol Acquisition Corp. III (“Capitol”) on June 29, 2017, pursuant to the Agreement and Plan of Merger, dated as of March 19, 2017, as amended, by and among us, Capitol, Canyon Holdings (Cayman), L.P. (“Cision Owner”), Capitol Acquisition Merger Sub, Inc. and Canyon Holdings S.à r.l.

 

 

 

 

TABLE OF CONTENTS

 

Part III
Item 10. Directors, Executive Officers and Corporate Governance 4
Item 11. Executive Compensation 10
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 28
Item 13. Certain Relationships and Related Transactions, and Director Independence 29
Item 14. Principal Accounting Fees and Services 31
     
Part IV
Item 15. Exhibits, Financial Statement Schedules 33

 

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Forward-Looking Statements

 

This Amendment No. 1 to our Annual Report on Form 10-K contains forward-looking statements regarding future events and our future results, which are intended to be covered by the safe harbor provision for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. Words such as “achieve,” “anticipate,” “assumes,” “believes,” “continue,” “could,” “estimate,” “expects,” “forecast,” “hope,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “would,” variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Although such statements are based on currently available financial and economic data as well as management’s estimates and expectations, forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause our actual results to differ materially from what may be inferred from the forward-looking statements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.

 

Cision Ltd. and its subsidiaries (“we”, the “Company” or “Cision”) believe it is important to communicate our expectations to our security holders. However, there may be events in the future that Cision’s management is not able to predict accurately or over which Cision has no control. The risk factors and cautionary language discussed in this report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including among other things:

 

  · our estimates of the size of the markets for our products and services;

 

  · the rate and degree of market acceptance of our products and services;

 

  · the success of other technologies that compete with our products and services or that may become available in the future;

 

  · the efficacy of our sales and marketing efforts;

 

  · our ability to effectively scale and adapt our technology;

 

  · our ability to identify and integrate acquisitions and technologies into our platform;

 

  · our plans to continue to expand internationally;

 

  · the performance and security of our services;

 

  · our ability to maintain the listing of our securities on a national securities exchange;

 

  · potential litigation involving Cision;

 

  · our ability to retain and attract qualified employees and key personnel;

 

  · our ability to maintain, protect and enhance our brand and intellectual property;

 

  · general economic conditions; and

 

  · the result of future financing efforts.

 

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. In addition, all forward-looking statements speak only as of the date of this report. We undertake no obligations to update or publicly revise any forward-looking statements, whether as a result of new information, future events or otherwise other than as required under the federal securities laws. Undue reliance should not be placed on these forward-looking statements. 

 

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PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

The board of directors and executive officers of Cision are as follows:

 

Name   Age   Position
         
Kevin Akeroyd   50   President, Chief Executive Officer and Director
Jack Pearlstein   55   Executive Vice President and Chief Financial Officer
Yujie Chen   48   President, Asia-Pacific
Robert Coppola   48   Chief Information Officer
Erik Huddleston   43   President, Americas
Rainer Mathes   64   President, Cision Insights
Peter Low   56   Managing Director, EMEA
Greg Spratto   46   Chief Operating Officer
Steve Solomon   55   Chief Accounting Officer
Mark M. Anderson (2)(3)   43   Director and Chairman of the Board
Philip A. Canfield (3)   51   Director
L. Dyson Dryden (1)(2)   43   Director
Mark D. Ein (1)(3)   54   Director and Vice-Chairman of the Board
Stephen P. Master (2)   35   Director
Stuart J. Yarbrough (1)   68   Director
Susan Vobejda (2)   53   Director

 

 

(1) Member of the Audit Committee

(2) Member of the Corporate Governance and Nominating Committee

(3) Member of the Compensation Committee

 

Executive Officers

 

Kevin Akeroyd . Mr. Akeroyd has served as our Chief Executive Officer and President since August 2016. Mr. Akeroyd has over 25 years of experience in digital, social and mobile marketing globally. Previously, Mr. Akeroyd was General Manager and Senior Vice President at Oracle Marketing Cloud from September 2013 to August 2016. Mr. Akeroyd and Oracle created and led the Enterprise Marketing Platform category. Prior to Oracle, he held senior leadership positions at Badgeville from September 2011 to September 2013 and Salesforce.com (Jigsaw/Data.com) from September 2007 to August 2011. Mr. Akeroyd holds a degree from the University of Washington, Michael G. Foster School of Business and attended the EPSO program at the Stanford University Graduate School of Business.

 

Jack Pearlstein . Mr. Pearlstein has served as our Chief Financial Officer since June 2014. Previously, from June 2009 to November 2013, he was Chief Financial Officer of Six3 Systems, Inc., a leading provider of software development, sensor development and signal processing services to the U.S. intelligence community. As a Chief Financial Officer, Mr. Pearlstein has led three different companies through their initial public offerings: AppNet from May 1999 to September 2000, DigitalNet from September 2001 to November 2004 and Solera from April 2006 to March 2009. Mr. Pearlstein is a CPA and received his Bachelor of Science in accounting from New York University. He also holds an MBA in finance from The George Washington University.

 

Yujie Chen . Mr. Chen has served as our Asia Pacific President since June 2016. Mr. Chen joined PR Newswire in November 2003 and was promoted from Managing Director (China) to head PR Newswire’s business for the entire Asia-Pacific region in June 2013. Prior to PR Newswire, Mr. Chen worked in a number of media and publishing industry roles, including with CNBC Asia from June 2003 to November 2003, Deluxe Global Media from September 2001 to June 2003 and Beijing Television from February 1996 to August 1999. Chen holds an MBA degree from the Anderson School of Management at UCLA.

 

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Robert Coppola . Mr. Coppola has served as our Chief Information Officer since July 2016. Mr. Coppola spent four years from June 2011 to September 2015 with McGraw-Hill Financial as the Chief Information and Technology Officer for S&P Capital IQ and S&P Dow Jones Indices, a leading provider of ratings, benchmarking and analytics in the global capital and commodity markets. There, he was responsible for driving the overarching technology strategy, architecture and development in addition to evolving multiple silo-based teams into one global operating team. He has also held leadership positions with Thomson Reuters from November 2003 to June 2011 and Bloomberg LP from September 1992 to November 2003. Mr. Coppola holds a Bachelor’s in Economics from Rutgers University.

 

Erik Huddleston . Mr. Huddleston joined Cision in January 2019 in connection with the TrendKite acquisition and has served as our President, Americas since February 2019.  Mr. Huddleston has over 20 years of experience in digital, social, PR, SaaS, and analytics.  Previously, Mr. Huddleston served as CEO of TrendKite from April 2014 until January 2019.  Mr. Huddleston held prior executive leadership positions at Sprinklr, Dachis Group, Inovis, and BetweenMarkets.  Mr. Huddleston holds a degree from the Plan II Honors Program at the University of Texas.

 

Rainer Mathes . Dr. Mathes has served as President of Cision Insights since January 2018. Cision Insights is dedicated to evaluating companywide campaign effectiveness through customized intelligence, reporting and industry expertise. Dr. Mathes founded PRIME Research in 1988 while holding research positions at the Institute of Media Studies at the University of Mainz and later at the Research Center for Surveys and Methodology in Mannheim. Dr. Mathes developed Prime into a global research organization with locations in Europe, the United States and Asia. Dr. Mathes was educated at the University of Mainz where he first finished his M.A. in Political Science, Communication Science and Linguistics in 1980 before achieving his Ph. D. in Political Science in 1986 and receiving the ‘Johannes Gutenberg Award’ in the same year.

 

Peter Low . Mr. Low has served as our EMEA President since February 2019. He co-founded the Precise Media Group in April 2005 and was CEO of that company until June 2014. Precise provided media monitoring and evaluation services to companies in the UK and across Europe. The company was sold in June 2014 and from June 2014 until January 2017, Mr. Low held the position of Chief Strategic Officer at one of the operating divisions within WPP. Mr. Low qualified as a Chartered Accountant at PwC and holds a law degree from the London School of Economics.

 

Greg Spratto . Mr. Spratto has served as our Chief Operating Officer since August 2018. Mr. Spratto has nearly 20 years of operations experience, including organization leadership, M&A integration, supply chain, customer service and back office automation and reporting. Prior to joining the Company, Mr. Spratto served in numerous professional capacities, and most recently as Vice President, Operations, of Autodesk, Inc., a design software and digital content company. Mr. Spratto joined Autodesk in 1998. Mr. Spratto received a Bachelor of Arts degree from Indiana University.

 

Steve Solomon . Mr. Solomon has served as our Chief Accounting Officer since June 2014. From June 2009 to June 2014, he was Corporate Controller of Six3 Systems, Inc., a leading provider of software development, sensor development and signal processing services to the US intelligence community. As a Corporate Controller, Mr. Solomon was at DigitalNet from October 2001 to January 2005 and helped the Company through their initial public offering. Mr. Solomon is a CPA and received his Bachelor of Science in accounting from the University of Maryland.

 

Non-Employee Directors

 

Mark M. Anderson . Mr. Anderson joined GTCR in 2000 and is currently a Managing Director of the firm. He previously worked at Gracie Capital and at Bowles Hollowell Conner & Co. He holds an MBA from Harvard Business School and a BS from the McIntire School of Commerce at the University of Virginia. Mr. Anderson currently is a Director of Cision, Global Traffic Network, Beeline, Lytx, Rural Broadband Investments and XIFIN. In addition, Mr. Anderson was previously a Director of GTCR’s past investments including CAMP Systems, Land Lease Group and Landmark Aviation, and was instrumental in other GTCR investments including Skylight Financial, Solera and Transaction Network Services. Mr. Anderson serves on the board of the Chicago Foundation for Education, a non-profit organization that seeks to improve the educational experience of Chicago’s public school children.

 

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We determined that Mr. Anderson’s directorship experience and experience advising similar companies qualifies him to serve as a director on Cision’s board of directors.

 

Philip A. Canfield . Mr. Canfield is a Managing Director of private equity firm GTCR LLC and currently co-heads GTCR’s Technology, Media and Telecommunications investment team. Mr. Canfield joined GTCR in 1992 and became a Principal in 1997. From 1990 to 1992, Mr. Canfield worked in the Corporate Finance Department at Kidder, Peabody and Company. Mr. Canfield has served as a Director of Zayo Group Holdings, Inc. since July 2012 and is the Chairman of its Nominating & Governance Committee. Mr. Canfield currently serves on several private company boards. He holds an M.B.A. from the University of Chicago and a B.B.A. in finance with High Honors from the Honors Business Program at the University of Texas.

 

We determined that Mr. Canfield’s extensive experience in corporate finance and in the telecommunications industry qualifies him to serve as a director on Cision’s board of directors.

 

L. Dyson Dryden . Mr. Dryden is currently the President, Chief Financial Officer, and a Director of Capitol Investment Corp. IV, a blank check company formed for the purpose of effecting a business combination with another company. From July 2015 until it completed its business combination in June 2017, Mr. Dryden was the President, Chief Financial Officer, Treasurer, Secretary and a Director of Capitol Acquisition Corp. III. Since the closing of the business combination, Mr. Dryden has continued to serve as a director of Capitol Acquisition Corp. III (now known as Cision Ltd.). From March 2013 to July 2015, Mr. Dryden served as the Chief Financial Officer and a Director of Capitol II. Mr. Dryden has continued to serve as a director of Lindblad Expeditions since the closing of its business combination. Mr. Dryden is also the founder of Dryden Capital Management, LLC, a private investment firm that invests in and builds private companies, and has served as its President since March 2013. Mr. Dryden has also been Vice Chairman of CDS Logistics Management, Inc., one of the largest providers of home improvement product delivery services in the United States, since 2009. From August 2005 to February 2013, Mr. Dryden worked in Citigroup’s Investment Banking division in New York, most recently as a Managing Director where he led the coverage effort for a number of the firm’s Global Technology, Media and Telecommunications clients. From 2000 to 2005, Mr. Dryden held the titles of Associate and Vice President at Jefferies & Company, a middle market investment banking firm. From 1998 to 2000, Mr. Dryden worked in the investment banking group at BB&T Corporation. Mr. Dryden holds a B.S. in Business Administration with a dual concentration in finance and management from the University of Richmond.

 

We determined that Mr. Dryden’s corporate finance and public company experience qualifies him to serve as a director on Cision’s board of directors.

 

Mark D. Ein . Mr. Ein currently is currently the Chairman, Chief Executive Officer and a Director of Capitol Investment Corp. IV, a blank check company formed for the purpose of effecting a business combination with another company. Mr. Ein is an investor, entrepreneur and philanthropist, who has created, acquired, invested in and built a series of growth companies across a diverse set of industries over the course of his 25-year career. From July 2015 until June 2017, Mr. Ein was the Chairman of the Board, Chief Executive Officer, and a Director of Capitol III Acquisition Corp. III. Since the closing of the business combination, Mr. Ein has continued to serve as a director of Capitol Acquisition Corp. III (now known as Cision Ltd.). From August 2010 to July 2015, Mr. Ein was the Chairman of the Board, Chief Executive Officer, Treasurer and Secretary of Capitol II. Capitol II completed its business combination with Lindblad Expeditions, Inc. in July 2015. Since the closing of the business combination, Mr. Ein has continued to serve as the Chairman of the Board of Capitol II (and now post-merger Lindblad Expeditions Holdings, Inc.). From June 2007 to October 2009, Mr. Ein was the Chief Executive Officer and Director of Capitol I. Capitol I completed its business combination with Two Harbors Investment Corp., a Maryland real estate investment trust, in October 2009. From October 2009 to May 2015, Mr. Ein served as the Non-Executive Vice Chairman of Two Harbor’s board of directors. Mr. Ein is the Founder of Venturehouse Group, LLC, a holding company that creates, invests in and builds companies, and has served as its Chairman and Chief Executive Officer since 1999. Venturehouse’s portfolio includes or has included the seed investment in Matrics Technologies in August 2000 (sold to Symbol Technologies in September 2004), the lead investment in the buyout of Cibernet Corporation from the CTIA in March 2003 (sold to MACH S.à.r.l. in April 2007), the acquisition of VSGi from Net2000 Communications, and an early investment in XM Satellite Radio. He has also been the President of Leland Investments Inc., a private investment firm, since 2005. Mr. Ein is Co-Chairman of Kastle Holding Company LLC, which through its subsidiaries conducts the business of Kastle Systems, LLC, a provider of building and office security systems that was acquired in January 2007. An entity owned by Mr. Ein is also the majority owner and managing member of Kastle Holding Company LLC. In 2008, Mr. Ein founded and is the owner of the Washington Kastles, the World Team Tennis franchise in Washington, D.C., that has won the league championship six times in its nine years in the league. In March, 2017, Mr. Ein led the acquisition of World TeamTennis LLC, the professional team tennis league of which the Washington Kastles are a franchisee, from Billie Jean King and is now its Chairman. Previously in his career, Mr. Ein worked for The Carlyle Group, Brentwood Associates, and Goldman, Sachs& Co. Mr. Ein is the Chairman of the Board of VSGi, a provider of videoconferencing services. Mr. Ein is also the Chairman of the Board of the District of Columbia Public Education Fund and Vice President of the board of directors of the United States Tennis Association and a member of the boards of the District of Columbia College Access Program (DC-CAP) and the International Tennis Hall of Fame. He was appointed by Mayor Vincent Gray to be a member of the D.C. Tax Revision Commission and also serves on the Executive Committee of the Federal City Council. Mr. Ein received a B.S. in Economics with a concentration in Finance from the University of Pennsylvania’s Wharton School of Finance and an M.B.A. from the Harvard Business School.

 

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We determined that Mr. Ein’s public company experience, operational experience and his business contacts qualifies him to serve as a director on Cision’s board of directors.

 

Stephen P. Master . Mr. Master joined GTCR in January 2008 and became a Vice President in September 2012. Prior to joining GTCR, Mr. Master worked as an Analyst in the Telecommunications and Mergers & Acquisitions groups at UBS Investment Bank from June 2006 to December 2007. He holds an MBA with honors from the University of Chicago and a BA summa cum laude from Northwestern University in mathematical methods in the social sciences and economics. He is currently a Director of Cision, Inteliquent, Beeline and Park Place and played an instrumental role in GTCR’s investment in Landmark Aviation. He was previously a Director of Protection 1.

 

We determined that Mr. Master’s experience in finance and in advising similar companies qualifies him to serve as a director on Cision’s board of directors.

 

Stuart J. Yarbrough . Mr. Yarbrough’s professional experience includes over 24 years in public accounting, primarily with Ernst & Young and BDO Seidman, LLP. Since June 2008, Mr. Yarbrough has been a private investor. From February 2007 through its final distributions during June 2008, Mr. Yarbrough served as the chief executive officer of 3Point Capital Partners, a private equity firm. From 1994 through February 2007, Mr. Yarbrough was a principal at CrossHill Financial Group Inc., a company he co-founded, which provided investment banking services and venture debt financing to growth companies. Mr. Yarbrough previously served on the board of directors of Solera Holdings, Inc. and DigitalNet Holdings, Inc., as well as several other public companies. Mr. Yarbrough has a B.A. in management sciences from Duke University.

 

We determined Mr. Yarbrough’s extensive practical and management experience in public accounting and corporate finance, as well as leadership expertise through his directorship roles in public companies, including service on audit and other board of directors committees, qualifies him to serve as a director on Cision’s board of directors.

 

Susan Vobejda . Ms. Vobjeda currently serves as Chief Marketing Officer at The Trade Desk, a global advertising technology company. Prior to joining The Trade Desk in November 2017, she served as executive vice president and chief marketing officer of Tory Burch from 2015 to 2017. She previously held marketing leadership positions with Bloomberg, Yahoo!, Gap and Walmart. Ms. Vobejda holds a B.A. in Economics from Carleton College and an M.B.A. from Harvard Business School.

 

We determined that Ms. Vobejda’s extensive experience in digital marketing and communications qualifies her to serve as a director on Cision’s board of directors.

 

Board Designees

 

The board is comprised of eight persons, including Messrs. Ein and Dryden and three persons designated by Cision Owner. Messrs. Anderson, Canfield and Master have been designated by Cision Owner as its three designees under that certain director nomination agreement, dated as of June 29, 2017, by and among us, Cision Owner and certain investment vehicles affiliated with GTCR LLC (the “Nominating Agreement”).

 

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Family Relationships

 

There are no family relationships between any of Cision’s executive officers and directors or director nominees.

 

Classified Board of Directors

 

The directors are divided into three (3) classes designated as Class I, Class II and Class III. At the 2019 annual general meeting of shareholders, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three (3) years. At the 2020 annual general meeting of shareholders, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three (3) years. At the 2021 annual general meeting of shareholders, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three (3) years. At each succeeding annual general meeting of shareholders, directors shall be elected for a full term of three (3) years to succeed the directors of the class whose terms expire at such annual general meeting.

 

Our directors are divided among the three classes as follows, in each case, until their successors are elected and qualified:

  

  · Dyson Dryden and Stephen P. Master are Class I directors serving until the general meeting of shareholders to be held in 2021;

 

  · Stuart J. Yarbrough, Susan Vobejda and Kevin Akeroyd are Class II directors serving until the general meeting to be held in 2019; and

 

  · Mark D. Ein, Mark M. Anderson and Philip A. Canfield are Class III directors serving until the general meeting to be held in 2020.

 

Risk Oversight

 

Our board of directors oversees the risk management activities designed and implemented by our management. Our board of directors executes its oversight responsibility both directly and through its committees. Our board of directors also considers specific risk topics, including risks associated with our strategic initiatives, business plans and capital structure. Our management, including our executive officers, is primarily responsible for managing the risks associated with operation and business of the company and will provide appropriate updates to the board of directors and the audit committee. Our board of directors delegates to the audit committee oversight of its risk management process, and our other committees also consider risk as they perform their respective committee responsibilities. All committees report to the board of directors as appropriate, including when a matter rises to the level of material or enterprise risk.

 

Meetings and Committees of the Board of Directors

 

Cision has established a separately standing audit committee, corporate governance and nominating committee and compensation committee.

 

Audit Committee Information

 

Cision has established an audit committee comprised of independent directors. The audit committee consists of Stuart J. Yarbrough, Mark D. Ein and L. Dyson Dryden. Each member of the audit committee is independent under the applicable listing standards. The audit committee has a written charter. The purpose of the audit committee is, among other things, to appoint, retain, set compensation of, and supervise Cision’s independent accountants, review the results and scope of the audit and other accounting related services, review Cision’s accounting practices and systems of internal accounting and disclosure controls and oversee our risk management process.

 

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Financial Experts on Audit Committee

 

The audit committee is and at all times will be composed exclusively of “independent directors,” as defined for audit committee members under the New York Stock Exchange listing standards and the rules and regulations of the SEC, who are “financially literate.” “Financially literate” generally means being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. In addition, Cision is required to certify to the exchange that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.

 

Stuart J. Yarbrough serves as a financial expert on the Audit Committee.

 

Corporate Governance and Nominating Committee Information

 

Cision has established a corporate governance and nominating committee of the board of directors comprised of Mark M. Anderson, L. Dyson Dryden, Stephen P. Master and Susan Vobedja. Each member of the corporate governance and nominating committee is independent under the applicable listing standards. The corporate governance and nominating committee has a written charter. The corporate governance and nominating committee is responsible for overseeing the selection of persons to be nominated to serve on Cision’s board of directors.

 

Guidelines for Selecting Director Nominees

 

The corporate governance and nominating committee considers persons identified by its members, management, stockholders, investment bankers and others. The guidelines for selecting nominees, which are specified in the corporate governance and nominating committee charter, generally provide that persons to be nominated:

 

  · should have demonstrated notable or significant achievements in business, education or public service;

 

  · should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

 

  · should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

 

The corporate governance and nominating committee considers a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The corporate governance and nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The corporate governance and nominating committee does not distinguish among nominees recommended by stockholders and other persons.

 

Compensation Committee Information

 

The board of directors of Cision has established a compensation committee consisting of independent directors. The Compensation Committee consists of Mark M. Anderson, Philip A. Canfield and Mark D. Ein. The compensation committee has a written charter. The purpose of the compensation committee is to review and approve compensation paid to Cision’s officers and directors and to administer Cision’s incentive compensation plans, including authority to make and modify awards under such plans.

 

Any award made to an individual subject to the requirements of Section 16 of the Exchange Act must be approved by a committee of two or more members of the board who are “nonemployee directors” as defined in Rule 16b-3(d)(1) under the Exchange Act.

 

Code of Ethics

 

Cision has adopted a Code of Ethics that applies to all of its employees, officers and directors. This includes Cision’s principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. The full text of Cision’s Code of Ethics is posted on its website at www.cision.com. Cision intends to disclose on its website any future amendments of the Code of Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions, or Cision’s directors from provisions in the Code of Ethics.

 

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Compensation Committee Interlocks and Insider Participation

 

None of the members of the compensation committee is currently, or has been at any time, one of Cision’s officers or employees. None of Cision’s executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of Cision’s board of directors or compensation committee.

 

Shareholder and Interested Party Communications

 

Cision’s board of directors does not provide a process for shareholders or other interested parties to send communications to the board of directors because management believed that it was premature to develop such processes given the limited liquidity of Holdings’ Ordinary Shares at that time. However, management of Cision may establish a process for shareholder and interested party communications in the future.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires all directors and certain executive officers and persons who own more than 10% of a registered class of our equity securities to file with the SEC within specified due dates reports of ownership and reports of changes of ownership of our ordinary shares and our other equity securities. These persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based on reports and written representations furnished to us by these persons, we believe that all directors and relevant executive officers complied with these filing requirements during 2018.

 

Item 11. Executive Compensation

 

Compensation Discussion and Analysis

 

This Compensation Discussion and Analysis reviews our business performance for the year ended December 31, 2018 and the annual compensation of our named executive officers (“Named Executive Officers” or “NEOs”) based on their level of achievement against the business performance targets determined by the Compensation Committee of our board of directors (the “Compensation Committee”). It also provides an overview and analysis of our compensation programs and policies, material compensation decisions made during the year under those programs and policies, and the material factors considered in making those decisions. Our compensation programs are objective and performance-based, and we have adopted practices that we believe discourage excessive risk taking by management that could potentially harm shareholders. Our executive officers have a compensation program that includes a competitive base salary, an annual cash incentive tied to pre-established financial goals, and long-term equity incentives tied in part to pre-established financial goals that are collectively aimed to motivate and retain executives while driving the long-term performance of Cision.

 

During the year ended December 31, 2018, our NEOs were:

 

· Kevin Akeroyd, our Chief Executive Officer
· Jack Pearlstein, our Chief Financial Officer
· Jason Edelboim, our former President, Americas
· Dr. Rainer Mathes, our President, Insights
· Abe Smith, our former President, EMEA

 

During January 2019, Mr. Edelboim’s employment as President, Americas and Mr. Smith’s employment as President, EMEA, concluded. Messrs. Akeroyd, Pearlstein and Mathes are sometimes referred to in this Compensation Discussion and Analysis as the “Continuing Named Executive Officers.”

 

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Executive Summary

 

We had a strong year in 2018, during which we achieved significant financial, operational and strategic results. We completed the integration of CEDROM-SNi, which we acquired in December 2017, and the integration of Prime Research, Inc., which we acquired in January 2018. We believe the integration of these two acquisitions strengthens our software and services offering, extends our geographical presence and benefits our customers. During the year ended December 31, 2018, we achieved the following financial results (in millions of dollars):

 

    2018     2017     % Change  
Revenue   $ 730.4     $ 631.6       15.6 %
Adjusted EBITDA   $ 255.2     $ 225.5       13.2 %
Attribution Bookings (Annualized Contract Value)   $ 1.6     $ 0.1       1,500 %

 

On a pro forma basis, after adjusting for acquisitions and the impact of fluctuations in exchange rates, our 2018 revenues increased approximately 2.0%. On a pro forma basis, after adjusting for acquisitions and the impact of fluctuations in exchange rates, our 2018 Adjusted EBITDA increased 13.2%. Adjusted EBITDA is a non-GAAP measure. For more information on our use of Adjusted EBITDA and other non-GAAP measures, see the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” contained in Item 7 of the Original Filing. Attribution bookings refers to the revenue associated with attribution contracts we obtain in a particular year. In 2018, we secured attribution contracts with an annualized contract value of $1.6 million.

 

We made continuing strides towards our strategic initiatives focusing on technology and products, our customers, and our people, which will help us continue to deliver against our financial goals in the long term. There is solid momentum in the business exiting 2018. We are confident that we are well-positioned to sustain this level of growth over the coming years as we look to advance our financial, operational and strategic goals.

 

Our Compensation Philosophy and Our 2018 Executive Compensation Program

 

Our compensation policies and philosophies are designed to align executive compensation with our business objectives and the creation of shareholder value, while also enabling us to attract, motivate and retain individuals who contribute to our long-term success. We believe our executive compensation program must be competitive in order to attract and retain executive officers. We seek to implement compensation policies and philosophies that directly link our executive officers’ variable cash compensation to company performance objectives, and by providing long-term incentive compensation in the form of time-based equity awards.

 

Our executive compensation program for 2018 was geared towards driving long-term, sustainable business performance. We believe our executive compensation program should:

 

· be consistent with both our short-term financial goals and our long-term business objectives and strategy;

 

· drive accountability and transparency and align executive compensation with shareholder interests;

 

· be designed to attract, retain and motivate top talent;

 

· apply consistently to executives around the globe, with appropriate adjustments for local financial goals, business objectives and strategy;

 

· provide long-term incentives that align executive and shareholder interests and promote shareholder return;

 

· promote a pay-for-performance culture that is incentivized to achieve business performance that will sustain growth across Cision; and

 

· ensure that our incentive plans do not encourage undue risk taking while also avoiding undue complexity.

 

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With these guiding principles, we operationalized the executive compensation program for 2018 as follows:

 

· the program reasonably balances fixed versus variable pay and short-term versus long-term incentives;

 

· all incentive awards have specific, financial-based metrics that directly support our near-term and long-term business objectives;

 

· the performance metrics used for 2018 annual non-equity incentive awards consisted of Revenue, Adjusted EBITDA, and Attribution Bookings;

 

· the metrics used for 2018 performance-based equity incentive awards consisted of Revenue and Adjusted EBITDA, and such awards were granted in the form of performance-based options and restricted stock units;

 

· long-term equity incentives were granted in the form of options and restricted stock units (“RSUs”) with time-based vesting;

 

· all performance-based incentive awards are subject to (a) threshold levels of performance below which no incentives are paid and (b) performance caps above which no additional incentives are paid; and

 

· benefits are provided as part of a competitive and cost-effective overall remuneration package.

 

How Compensation Decisions Are Made

 

The Compensation Committee makes individual compensation determinations for executive officers based on a number of factors, including the nature and scope of each executive officer’s duties, individual experience and performance, internal pay positioning, and the pay levels for executive officers in similar positions within our peer group of companies.

 

The Compensation Committee also considers the individual elements of compensation for each executive officer against the peer group described below, which consists of fourteen CRM, marketing software, and information services and data companies. Our peer group was developed in coordination with our compensation consultant. For 2018, our peer group consisted of the following companies:

 

·      Acxiom

·      Blackbaud

·      CoStar Group

·      Dun & Bradstreet

·      Ebix

·      Factset Research

·      Fair Issac

·      Five 9

·      Gartner

·      NIC

·      Paylocity

·      Progress Software

·      Web.com Group

·      Zendesk

 

 

Our Compensation Committee decided to include companies in our peer group based on one or more of the following factors:

 

· The company closely matches Cision’s product mix, size and specific industries.

 

· The company is one against which analysts and shareholders compare our financial performance.

 

· The company is one against which we compete to recruit new talent and retain our existing talent across our business lines.

 

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During the year, the Compensation Committee had numerous discussions about the appropriate peer group of companies for Cision due to our increasingly global and diverse business. The Compensation Committee reviewed the peer group of companies relative to key competitors, industry and size factors, such as revenue, EBITDA, enterprise value, and market capitalization, and noted certain outliers in the peer group of companies when compared to Cision’s enterprise value. The Compensation Committee believes this peer group of companies appropriately reflects the companies against which our financial performance should be measured and with which the Company competes for executive talent, as it includes firms that (i) provide broad industry information and analytics; (ii) provide software, managed services and professional services; and (iii) have a median enterprise value of $3.8 billion, positioning Cision at the 47 th percentile of the peer group of companies with an enterprise value of $2.9 billion as of April 20, 2018 (the measurement date used in the consultant’s report to the Compensation Committee).

 

Role of Management

 

At the Compensation Committee’s request, our management provides the Compensation Committee with information, analyses, and specific recommendations regarding our executive compensation program and policies and assists the Compensation Committee in carrying out its responsibilities. Management also meets regularly with the Compensation Committee to provide the committee with updates. While the Compensation Committee considers the recommendations of the Chief Executive Officer regarding executive officer compensation levels (other than with respect to his own compensation), the Compensation Committee ultimately makes all decisions relating to executive officer compensation.

 

Role of the Compensation Committee

 

The Compensation Committee, which is currently composed of three independent directors, is responsible for the compensation of the executive officers. This means that the Compensation Committee sets base salaries and short-term and long-term incentive targets and approves the individual compensation elements for each executive officer.

 

In consultation with Frederic W. Cook, the Compensation Committee’s independent compensation consultant (“F.W. Cook”), and Company management, the Compensation Committee actively oversees the design process of our incentive compensation programs and provides the final approval of incentive programs and quantitative performance metrics. The Compensation Committee establishes target compensation and performance goals for the executive officers and determines annual incentive payments for the prior year, based upon a review of the performance achieved. As the Compensation Committee makes its decisions, it considers financial results in the most recent year, analysis against the compensation peer group of companies, feedback from shareholders, and input from F.W. Cook. The Compensation Committee reviews and approves compensation with a view to supporting our long-term plans, achieving superior annual and long-term financial results and making continued progress on our long-term strategic objectives.

 

Role of Independent Compensation Consultant

 

In 2018, the Compensation Committee engaged F.W. Cook as its independent executive compensation advisor to provide guidance on executive compensation and related governance matters. In choosing F.W. Cook, the Compensation Committee sought a credible leader in the executive compensation field with diversified industry experience and expertise working with companies like Cision that are actively engaged in mergers and acquisitions and are frequently faced with the challenge of harmonizing compensation plans and philosophies across recently acquired businesses. During 2018, F.W. Cook advised the Compensation Committee on the composition of the peer group of companies, provided a competitive review of executive compensation relative to our peer group of companies, provided an assessment of independent director compensation, conducted a risk assessment of our compensation programs, reviewed our share usage and dilution relative to our peer group of companies, and assisted with other executive compensation and governance matters that arose during the course of the year. While the Compensation Committee considers the recommendations of F.W. Cook, the Compensation Committee ultimately makes all decisions relating to executive officer compensation.

 

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Compensation and Risk

 

The Compensation Committee considered the balance between appropriately motivating executives and employees and ensuring that our compensation program does not encourage excessive risk-taking. The Compensation Committee, with the assistance of F.W. Cook, annually reviews and assesses the risks arising from our compensation policies and practices. The Compensation Committee believes that the balance between our cash and equity incentives, selection of performance measures, and other governance practices, such as our anti-hedging/pledging policy, incentive compensation recoupment policy, and sound internal controls over financial reporting to ensure that performance-based compensation is earned on the basis of accurate financial data, all help ensure that our compensation plans and practices do not create risks that are reasonably likely to have a material adverse effect on Cision.

 

Accounting and Tax Treatment

 

The Compensation Committee considers the anticipated accounting and tax treatment to Cision and to the executive officers as part of its decision-making process. From an accounting perspective, the Compensation Committee’s preference is that there are no significant negative accounting implications due to the design of the compensation program. Our compensation programs are designed with Sections 409A and 457A of the U.S. Internal Revenue Code in mind, with the intent to avoid adverse tax consequences for our executive officers.

 

Components of Compensation

 

In 2018, the compensation for each of our NEOs consisted of the following elements:

 

Pay Element   Pay Philosophy   Components   Performance Element
Base Salary   Competitive level of fixed pay to recognize individual’s role, expertise, experience, and responsibilities; base salary level takes account of the individual contribution and performance against our strategy   Cash-base salary is paid in installments during the year  

Evaluated annually

 

Individual performance considered when assessing individual pay level

 

To ensure pay equity, we regularly assess pay against role, scope and responsibilities

             
Annual Cash Incentive for the Chief Executive Officer and the Chief Financial Officer   Annual incentive target aimed to motivate and reward the achievement of specific annual objectives linked to our strategy and financial goals; it provides annual recognition of superior operational and financial performance  

Cash payout opportunity of 0% percent to 150% percent of target

 

Performance above the minimum threshold results in a bonus payout equivalent to a percentage of target, but no bonus is payable for performance that does not meet the minimum threshold

 

Targets are adjusted for foreign exchange fluctuations, acquisitions and divestitures

 

Revenue (30% weighting); Revenue target of $744 million; 50% payout at $729 million up to 150% payout at $769 million

 

EBITDA Margin (25% weighting); EBITDA Margin target of 35.2%; 50% payout at 34.0%; payout capped at 100%

 

EBITDA (25% weighting); EBITDA target of $262 million; 50% payout at $253 million up to 150% payout at $271 million

 

Attribution Bookings (20% weighting); Attribution Bookings target of $2.8 million in annual contract value; payout capped at 100%

 

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Pay Element   Pay Philosophy   Components   Performance Element
Annual Cash Incentive for the President, Americas, President EMEA, and President, Insights   Annual incentive target aimed to motivate and reward the achievement of specific annual objectives linked to our strategy and financial goals; it provides annual recognition of superior operational and financial performance  

Cash payout opportunity of 0% percent to 110% percent of target

 

Performance above the minimum threshold results in a bonus payout equivalent to a percentage of target, but no bonus is payable for performance that does not meet the minimum threshold

 

Targets are adjusted for foreign exchange fluctuations, acquisitions and divestitures

 

Revenue 45% weighting, with Corporate weighted 5% and applicable region or sub-service weighted 40%; Corporate Revenue target of $744 million; Americas Revenue Target of $463 million; EMEA Revenue Target of $181 million; Insights Revenue Target of $120 million; payouts between 0% and 110%.

 

Corporate EBITDA weighted 5%; target of $262 million; President, Americas and President, EMEA : applicable region EBITDA weighted 40%; Americas EBITDA target of $169 million; EMEA EBITDA target of $47 million; President, Insights : Insights Estimated EBITDA target of $41 million; payouts between 0% and 110%.

 

Management discretionary component 10% weighting

             
Time-Based Equity Incentive   Long-term incentive target aimed to support long-term strategy and alignment with shareholders by tying a significant portion of total pay to long-term financial and share price performance   Grants are made in the form of 75% options and 25% restricted stock units   4-year vesting, 25% on each of the first four anniversaries of the grant date  
             
Performance-Based Equity Incentive   Short-term incentive target aimed to support achievement of near-term financial goals and objectives and alignment with shareholders by tying a significant portion of total pay to near-term Company financial and share price performance  

Performance-based grants in the form of 75% options and 25% restricted stock units

 

Targets are adjusted for foreign exchange fluctuations, acquisitions and divestitures

  Performance vesting is 50% for achievement of revenue target and 50% for achievement of EBITDA target; Revenue target of $734 million and EBITDA target of $256 million
             
Benefits   Provided as part of a competitive and cost-effective overall remuneration package  

Medical insurance

 

Life insurance

 

401(k) plan (or other type of pension scheme) and matching contributions

  The cost of providing such benefits may vary from year to year, reflecting the cost to the business

 

Base Salary

 

The Named Executive Officers receive a base salary to compensate them for services rendered to our company. The base salary payable to each Named Executive Officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, position and responsibilities.

 

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Based on their review and analysis of base salaries of CEOs and CFOs in Cision’s peer group, our compensation consultant determined that Mr. Akeroyd’s and Mr. Pearlstein’s salaries were not market competitive. In consultation with the compensation consultant, the Compensation Committee increased Mr. Akeroyd’s base salary from $450,000 to $625,000 and increased Mr. Pearlstein’s base salary from $350,000 to $400,000. Pursuant to their review of the compensation consultant’s peer analysis of executives that report directly to the Chief Executive Officer, the individual executive’s skill set, experience, position and responsibilities, the Compensation Committee increased Mr. Edelboim’s base salary from $315,000 to $365,000. Dr. Mathes and Mr. Smith did not receive base salary increases during 2018.

 

Annual Cash Incentive Bonuses

 

Pursuant to the terms of their employment agreements, our Named Executive Officers are eligible to receive cash bonuses based on their performance and the performance of Cision and its subsidiaries. The board sets performance targets at the beginning of each fiscal year and communicates these targets to our Named Executive Officers. Each Named Executive Officer’s performance bonus for the year ended December 31, 2018 was determined based on the achievement of corporate revenue goals, corporate EBITDA goals, and corporate Attribution Bookings, or the achievement of corporate revenue goals, corporate EBITDA goals, business/regional revenue goals, and business/regional EBITDA goals, in each case as detailed above. We refer to metrics that are based Cision’s overall business as “corporate” and metrics that are based on a specific geographic region or sub-service as “regional” or “sub-service,” respectively. Our annual cash incentive bonuses are aimed to motivate and reward the achievement of specific annual objectives linked to our strategy and financial goals and provide annual recognition of superior operational and financial performance.

 

Pursuant to their review of the compensation consultant’s peer analysis of our NEOs, the individual executive’s skill set, experience, position and responsibilities, the Compensation Committee determined that Mr. Akeroyd’s cash incentive target should be equal to 100% of his base salary, and Messrs. Pearlstein’s, Edelboim’s, Mathes’ and Smith’s cash incentive target should each be equal to 50% of such individual’s base salary.

 

 Time-Based Equity Awards

 

The Named Executive Officers are granted time-based equity awards that are intended to provide a long-term incentive target aimed to support our long-term strategy and ensure alignment with shareholders by tying a significant portion of total pay to long-term Company financial goals and share price performance. Time-based equity awards were granted in the form of 75% options and 25% restricted stock units. Time-based equity awards vest over 4 years, in equal annual instalments of 25% on each of the first four anniversaries of the grant date.

 

Pursuant to their review of the compensation consultant’s peer analysis of our NEOs, the individual executive’s skill set, experience, position and responsibilities, the Compensation Committee made the following grants of time-based equity awards:

 

NEO   Options (1)     Restricted Stock Units  
Akeroyd     108,750       36,250  
Pearlstein     114,375       38,125  
Edelboim     33,750       11,250  
Smith     20,625       6,875  
Mathes     39,375       13,125  

 

 

(1) All options were granted with a strike price of $15.07 per share.

 

Performance-Based Equity Awards

 

The Named Executive Officers are granted performance-based equity awards that are intended to provide a short-term incentive target aimed at supporting achievement of near-term financial goals and objectives and alignment with shareholders by tying a significant portion of total pay to near-term Company financial and share price performance. Performance-based equity awards were granted in the form of 75% options and 25% restricted stock units. Performance-based equity awards vest 50% for achievement of the revenue target and 50% for the achievement of the EBITDA target. The 2018 targets established by the Compensation Committee were $734 million for Revenue and $256 million for EBITDA.

 

  16  

 

 

Pursuant to their review of the compensation consultant’s peer analysis of our NEOs, the individual executive’s skill set, experience, position and responsibilities, the Compensation Committee made the following grants of performance-based equity awards:

 

NEO   Options (1)     Restricted Stock Units  
Akeroyd     108,750       36,250  
Pearlstein     114,375       38,125  
Edelboim     33,750       11,250  
Smith     20,625       6,875  
Mathes     39,375       13,125  

 

 

(1) All options were granted with a strike price of $15.07 per share.

 

Benefits and Perquisites

 

We provide our NEOs with life and medical insurance, and other benefits generally available to all employees. We maintain a tax-qualified defined contribution plan meeting the requirements of Section 401(k) of the Internal Revenue Code, commonly called a 401(k) plan, for substantially all of our U.S. employees through Fidelity. The 401(k) plan is available on the same terms to all of our U.S. employees, including the Named Executive Officers. Each participant can elect to contribute from 0% to 100% of his or her base salary to the 401(k) plan, subject to Internal Revenue Service and ERISA limitations. We also make matching 401(k) contributions up to a specified portion of each employee’s salary. The deferred amount is invested in accordance with the election of the participant in a variety of investment choices. Cision sponsors retirement schemes for all international employees that vary based upon their country of employment.

 

We believe that perquisites should be kept to a minimum. Of our NEOs, only Dr. Mathes and Mr. Smith received perquisites exceeding $10,000.

 

Post-Termination Benefits

 

Our NEOs are generally entitled to severance and certain post-termination benefits pursuant to their employment contracts with us.

 

Target Setting Process

 

The performance measures we currently use in our cash incentive and equity incentive plans are all financial. Our performance management process, which we use throughout Cision, assesses executive officers against both financial and non-financial objectives. The executive officers’ performance against their individual objectives ultimately supports our financial performance, so we believe it is appropriate that financial measures remain the key incentive plan measures. These seek to ensure that the executive officers deliver the underlying financial performance of the business, whilst clearly aligning with the interests of shareholders. For all elements of our incentive programs, we take a number of factors into account when setting targets, including both internal and external expectations. These include analyst earnings estimates, competitors’ earnings estimates, wider economic expectations, the latest internal projections for the current year, the budget, and the strategic plan. Prior to finalizing the targets, the Compensation Committee undertakes a rigorous exercise at multiple meetings over the course of the year to review and consider the targets to ensure that they are appropriate in the context of expected performance and are a sufficient stretch in our performance based on the factors taken into account. Targets are structured as a sliding scale, with maximum awards only payable for the achievement of significant levels of performance.

 

  17  

 

 

Report of the Compensation Committee

 

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this Amendment with management and, based on that review and discussion, recommended to the Board that it be included in this Amendment.

 

This report is submitted by the members of the Compensation Committee that served on the Compensation Committee during the year ended December 31, 2018, and that participated in the review, discussion and analysis with respect to the Compensation Discussion and Analysis included in this Amendment.

 

Mark M. Anderson

Philip A. Canfield

Mark D. Ein

 

Executive Compensation Tables

 

Summary Compensation Table

 

The following table presents summary information regarding the total compensation for the years ended December 31, 2018, 2017 and 2016 for the Named Executive Officers.

 

Name and Principal
Position
  Year   Salary ($)     Bonus ($)    

Stock
Awards ($) (1)

    Non equity
Incentive Plan
Compensation
($)
    All Other
Compensation
($)
    Total ($)  
Kevin Akeroyd,   2018   $ 537,500           $ 2,504,631     $ 416,875     $ 17,869 (2)   $ 3,476,875  
Chief Executive  Officer   2017   $ 475,000                 $ 311,838     $ 9,628     $ 796,460  
    2016   $ 197,954 (3)   $ 370,000 (4)   $ 3,478,790 (5)   $ 98,959           $ 4,145,703  
                                                     
Jack Pearlstein, Chief Financial Officer   2018   $ 370,833           $ 2,634,181     $ 266,800     $ 1,690     $ 3,273,505  
                                                     
Jason Edelboim, President, Americas   2018   $ 365,000           $ 777,299           $ 10,449 (6)   $ 1,415,248  
    2017   $ 315,000     $ 680,912     $ 528,449     $ 103,477     $ 5,861     $ 1,633,699  
                                                     
Dr. Rainer Mathes, President, Insights   2018   $ 375,987           $ 906,849     $ 165,631     $ 75,400 (7)   $ 1,523,867  
                                                     
Abe Smith, President, EMEA   2018   $ 350,000           $ 475,016     $ 125,000     $ 180,161 (8)   $ 1,139,877  

 

 

(1) Represents the grant date fair value of such awards as determined in accordance with ASC Topic 718. For a discussion of the assumptions underlying these amounts, see Note 7 to our audited financial statements for the year ended December 31, 2018 included in the Original Filing.

 

(2) Includes $9,188 in matching 401k contributions and $690 in group term life insurance contributions.

 

(3) Represents salary from August 1, 2016, Mr. Akeroyd’s start date, to December 31, 2016.

 

(4) Represents a one-time cash signing bonus paid to Mr. Akeroyd.

 

(5) Consists of (i) 3,091,679 Class C Units with a grant date fair market value of $ 3,108,790 and (ii) 3,700 Class A Units with a grant date fair market value of $370,000 included as part of Mr. Akeroyd’s signing bonus.

 

(6) Includes $1,217 in matching 401k contributions and $300 in group term life insurance contributions.

 

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(7) Consists of $4,538 in matching 401k contributions, $9,850 paid for private healthcare coverage and $61,012 in payments for employer-provided automobile.

 

(8) Consists of $9,250 in matching 401k contributions, $450 in life insurance contributions, $12,543 paid for private healthcare coverage, $13,390 for personal travel expenses, $14,188 in tax equalization payments and $130,340 1 for tuition and education expense reimbursement for Mr. Smith’s children (including additional tax equalization payments of approximately $40,340).

 

Grants of Plan-Based Awards

 

Annual Cash Incentive Payments

 

The following table sets forth the potential annual cash incentive payments to our Named Executive Officers for the year ended December 31, 2018. The actual amounts paid to such officers are set forth above in the “Non equity Incentive Plan Compensation” column of the Summary Compensation Table.

 

    Estimated Possible Payouts  
NEO   Threshold     Target     Maximum  
Kevin Akeroyd   $ 312,500     $ 625,000     $ 796,875  
Jack Pearlstein   $ 200,000     $ 400,000     $ 510,000  
Abe Smith         $ 250,000     $ 275,000  
Jason Edelboim         $ 182,500     $ 200,750  
Rainer Mathes   $ 93,051 (1)   $ 186,102     $ 204,712  

 

 

(1) Our employee arrangements with Dr. Mathes provided that he was entitled to a minimum bonus of 50% of his target for the fiscal year ended December 31, 2018.

 

Time-Based Equity Awards

 

The following time-based equity awards were granted to our Named Executive Officers under the 2017 Omnibus Incentive Plan during the fiscal year ended December 31, 2018.

 

NEO   Grant Date   All other stock
awards:
Number of
shares of stock
or units (#)
    All other
option awards:
Number of
securities
underlying
options (#)
    Exercise or
base price of
option
awards
($/Sh)
   

Grant date fair
value of stock
and option
awards ($) (1)

 
Kevin Akeroyd   7/30/2018             108,750     $ 15.07     $ 706,028  
    7/30/2018     36,250                     $ 546,288  
                                     
Jack Pearlstein   7/30/2018             114,375     $ 15.07     $ 742,547  
    7/30/2018     38,125                     $ 574,544  
                                     
Abe Smith   7/30/2018             20,625     $ 15.07     $ 133,902  
    7/30/2018     6,875                     $ 103,606  
                                     
Jason Edelboim   7/30/2018             33,750     $ 15.07     $ 219,112  
    7/30/2018     11,250                     $ 169,538  
                                     
Rainer Mathes   7/30/2018             39,375     $ 15.07     $ 255,631  
    7/30/2018     13,125                     $ 197,794  

 

 

(1) The fair value of RSUs granted on July 30, 2018 was $15.07, the closing market price of our ordinary shares on such date. The fair value of options granted on July 30, 2018 was $6.49 per option.

 

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Performance-Based Equity Awards

 

The following performance-based equity awards were granted to our NEOs under the 2017 Omnibus Incentive Plan during the fiscal year ended December 31, 2018. Because our 2018 EBITDA and Revenue failed to satisfy the applicable vesting criteria, all of the performance-vesting awards described below were forfeited for no consideration.

 

NEO   Grant Date   All other stock
awards: Number
of shares of stock
or units (#)
    All other option
awards: Number
of securities
underlying
options (#)
    Exercise or base
price of option
awards ($/Sh)
   

Grant date fair
value of stock
and option
awards ($) (1)

 
Kevin Akeroyd   7/30/2018             108,750     $ 15.07     $ 706,028  
    7/30/2018     36,250                     $ 546,288  
                                     
Jack Pearlstein   7/30/2018             114,375     $ 15.07     $ 742,547  
    7/30/2018     38,125                     $ 574,544  
                                     
Abe Smith   7/30/2018             20,625     $ 15.07     $ 133,902  
    7/30/2018     6,875                     $ 103,606  
                                     
Jason Edelboim   7/30/2018             33,750     $ 15.07     $ 219,112  
    7/30/2018     11,250                     $ 169,538  
                                     
Rainer Mathes   7/30/2018             39,375     $ 15.07     $ 255,631  
    7/30/2018     13,125                     $ 197,794  

 

 

(1) The fair value of RSUs granted on July 30, 2018 was $15.07, the closing market price of our ordinary shares on such date. The fair value of options granted on July 30, 2018 was $6.49 per option.

 

Outstanding Equity Awards At Fiscal Year End – Interests in Cision Owner

 

The following table summarizes, for each of the NEOs, the number of Class C Units of Cision Owner held as of December 31, 2018.

 

NEO  

# Shares or Units of Stock that have
not vested (#) (1)

   

Market Value # Share or Units of
Stock that have not vested ($) (2)

 
Kevin Akeroyd     1,159,380 (3)   $ 2,510,648  
Jack Pearlstein            
Abe Smith            
Jason Edelboim     112,500 (4)   $ 90,935  
Rainer Mathes            

 

 

(1) Represents unvested Class C Units of Cision Owner.

 

(2) There is no established public trading market for the Class C Units of Cision Owner. The estimated value of the Class C Units at December 31, 2018 was $2.17 per unit for the Class C Units held by Mr. Akeroyd (which have a participation threshold of $3.09 per unit) and $0.81 per unit for Class C Units held by Mr. Edelboim (which have a participation threshold of $4.25 per unit). These amounts are based on a valuation analysis of the Fair Market Value of such units excluding any minority share discount. These values may not reflect the value actually realized by the Named Executive Officers upon vesting.

 

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(3) Mr. Akeroyd’s Class C Units vest over a four-year period at quarterly intervals beginning on September 30, 2016.

 

(4) Mr. Edelboim’s Class C Units vest over a four-year period at quarterly intervals beginning on June 30, 2017.

 

Outstanding Equity Awards At Fiscal Year End – Cision Ltd. Equity Awards

 

The following table summarizes, for each of the Named Executive Officers, the number of Cision Ltd. equity awards held as of December 31, 2018. The amounts shown below exclude performance-based options and restricted stock units which were forfeited on December 31, 2018 due to the failure of such awards to satisfy the applicable performance vesting criteria.

 

Name   Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
    Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
    Option
Exercise
Price ($)
    Option
Expiration
Date
  Number of
Shares or
Units of Stock
That Have Not
Vested
    Market Value
of Shares or
Units of Stock
That Have Not
Vested ($)
 
Kevin Akeroyd           108,750 (1)   $ 15.07     7/29/2028     36,250 (2)   $ 424,125 (4)
                                             
Jack Pearlstein           114,375 (1)   $ 15.07     7/29/2028     38,125 (2)   $ 446,063 (4)
                                             
Abe Smith           20,625 (1)   $ 15.07     7/29/2028     6,875 (2)   $ 80,438 (4)
                                             
Jason Edelboim     20,625       61,875 (3)   $ 12.78     9/22/2027     11,250 (2)   $ 131,625 (4)
              33,750 (1)   $ 15.07     7/29/2028                
                                             
Rainer Mathes           39,375 (1)   $ 15.07     7/29/2028     13,125 (2)   $ 153,563 (4)

 

 

(1) Options become exercisable in four equal annual installments beginning July 30, 2019.

 

(2) Restricted stock units vest in four equal annual installments beginning July 30, 2019.

 

(3) Remaining unexercisable options become exercisable in three equal annual installments beginning August 31, 2019.

 

(4) Market value calculated using $11.70 per share, the closing share price of Cision, Ltd. common shares as of December 31, 2018.

 

Option Exercises and Stock Vested – Interests in Cision Owner

 

Name  

Number of Shares
Acquired on Vesting (1)

   

Value Realized on Vesting (2)

 
Kevin Akeroyd     772,970     $ 1,677,345  
Jack Pearlstein     130,769     $ 283,769  
Abe Smith            
Jason Edelboim     56,250     $ 122,063  
Rainer Mathes            

 

 

(1) Represents Class C Units of Cision Owner.

 

(2) There is no established public trading market for the Class C Units of Cision Owner. The value of the Class C Units at December 31, 2018 was $2.17 per Class C Unit based on a valuation analysis of the Fair Market Value of such units excluding any minority share discount. These values may not reflect the value actually realized by the Named Executive Officers upon vesting.

 

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Option Exercises and Stock Vested – Cision Ltd. Equity Awards

 

None of our NEOs exercised options or held restricted stock units which vested during the year ended December 31, 2018.

 

Employment Agreements

 

Each of our Continuing Named Executive Officers is a party to an employment agreement with us or one of our subsidiaries. Mr. Akeroyd’s employment agreement is between himself and Cision US Inc. (“Cision US”). Mr. Pearlstein’s employment agreement is between himself and Cision US. Dr. Mathes has entered agreements with both Cision US and Cision Germany GmbH (“Cision Germany”), as described below. The following summary sets forth the material terms of our Continuing Named Executive Officer’s existing employment agreements, as well as the contractual arrangements which govern our relationships with Messrs. Edelboim and Smith following their respective departures from Cision in 2019.

 

Kevin Akeroyd

 

The employment agreement with Kevin Akeroyd provides that Mr. Akeroyd will serve as the Chief Executive Officer of Cision US. The term of Mr. Akeroyd’s employment commenced on August 1, 2016 and will continue until (i) Mr. Akeroyd’s resignation, death or disability or (ii) Cision terminates his employment with or without Cause. On June 29, 2017, in connection with the consummation of the Business Combination, Cision US entered into an amended employment agreement with Mr. Akeroyd in order to remove Cision Owner as a party to Mr. Akeroyd’s employment agreement. The terms of Mr. Akeroyd’s employment were not substantially modified by such amendment. Mr. Akeroyd’s base salary was raised to $625,000 in August 2018 and is subject to annual increase as approved by Cision’s board of directors.

 

Subject to continued employment, Mr. Akeroyd will be eligible to receive an annual bonus in an amount up to 100% of his base salary, as determined by Cision’s board of directors based upon Mr. Akeroyd’s performance and the performance of Cision, Cision US and the other subsidiaries of Cision relative to financial, operating and other objectives mutually agreed upon by Cision’s board of directors and Mr. Akeroyd. In addition, Mr. Akeroyd is entitled to such other benefits as are approved by Cision’s board of directors and made generally available to all senior management of Cision and Cision US.

 

If Mr. Akeroyd’s employment is terminated for any reason, Mr. Akeroyd is entitled to receive:

 

· any earned but unpaid portion of his base salary through the date of such termination, subject to withholding and other appropriate deductions;

 

· reimbursement for expenses accrued during employment, subject to and in accordance with, Cision US’s expense reimbursement policy;

 

· any earned but unpaid annual bonus relating to any prior period; and

 

· any vested benefits (including vacation) accrued through the date of such termination in accordance with applicable law or the governing agreement, plan or policy rules (together, the “Akeroyd Accrued Obligations”).

 

If Mr. Akeroyd’s employment is terminated by resignation with Good Reason or by Cision’s board of directors without Cause, then, in addition to the Akeroyd Accrued Obligations, during the 12-month period commencing on the date of termination (the “Akeroyd Severance Period”), (x) Cision US shall pay to Mr. Akeroyd an aggregate amount equal to 100% of his annual base salary, and (y) Cision US shall pay the premiums for Mr. Akeroyd’s continued coverage under Cision US’s health benefit plan during the Akeroyd Severance Period (subject to certain limitations).

 

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In the event of Mr. Akeroyd’s resignation, if at the time of such resignation Cision US had the right to terminate Mr. Akeroyd’s employment with Cause, then Cision US may elect to treat such resignation as a termination of Mr. Akeroyd’s employment by Cision US with Cause.

 

Mr. Akeroyd’s employment agreement also contains provisions relating to obligations to maintain confidentiality, ownership of property developed during employment, third-party information and use of information of prior employers, as well as non-solicitation of Cision employees for a period of 12 months following termination of employment.

 

For purposes of Mr. Akeroyd’s employment agreement:

 

“Cause” means (i) (a) the conviction or plea of no contest for or indictment on a felony or a crime involving moral turpitude or (b) the commission of any other act or omission involving (x) dishonesty that is reasonably likely to materially and adversely affect Cision or any of its subsidiaries or (y) fraud, in either case, with respect to Parent, Cision US or any of their respective subsidiaries or any of their customers, vendors or employees, (ii) substantial and repeated failure to perform duties of the office held by Mr. Akeroyd as reasonably and expressly directed by Cision’s board of directors, provided that Mr. Akeroyd shall have the opportunity to address Cision’s board of directors before a termination pursuant to this clause (ii) becomes effective, (iii) gross negligence or willful misconduct with respect to the Cision, Cision US or any of their respective subsidiaries or any of their customers, vendors or employees, (iv) conduct which could reasonably be expected to bring Cision, Cision US or any of their respective subsidiaries into substantial public disgrace or disrepute, (v) any breach by Mr. Akeroyd of the confidentiality or non-solicitation provisions of his agreement and/or (vi) a failure to observe Cision’s, Cision US’s or any of their respective subsidiaries’ policies or standards regarding employment practices (including, without limitation, nondiscrimination and sexual harassment policies) as approved by Cision’s board of directors from time to time.

 

“Good Reason” means (i) a material reduction in Mr. Akeroyd’s then effective annual base salary, (ii) a material diminution in Mr. Akeroyd’s title, (iii) the assignment of duties to Mr. Akeroyd materially inconsistent with his position or (iv) the relocation by Cision US of Mr. Akeroyd’s principal office to a location which is more than 50 miles outside of the San Jose metropolitan area, in each case, without the prior written consent of Mr. Akeroyd.

 

Jack Pearlstein

 

The employment agreement with Jack Pearlstein provides that Mr. Pearlstein will serve as the Chief Financial Officer of Cision US. The term of Mr. Pearlstein’s employment commenced on May 30, 2014 and will continue until (i) Mr. Pearlstein’s resignation, death or disability or (ii) Cision US terminates his employment with or without Cause. On June 29, 2017, in connection with the consummation of the Business Combination, Cision US entered into an amended employment agreement with Mr. Pearlstein in order to remove Cision Owner as a party to Mr. Pearlstein’s employment agreement. The terms of Mr. Pearlstein’s employment were not substantially modified by such amendment. Mr. Pearlstein’s base salary is currently fixed at $400,000 per year and is subject to annual increase as approved by Cision US’s board of directors.

 

Subject to continued employment, Mr. Pearlstein will be eligible to receive an annual bonus in an amount up to 50% of his base salary, as determined by Cision US’s board of directors based upon Mr. Pearlstein’s performance and the performance of Cision, Cision US and the other subsidiaries of Cision relative to financial, operating and other objectives mutually agreed upon by Cision’s board of directors and Mr. Pearlstein. In addition, Mr. Pearlstein is entitled to such other benefits as are approved by Cision’s board of directors and made generally available to all senior management of Cision and Cision US.

 

If Mr. Pearlstein’s employment is terminated for any reason, Mr. Pearlstein is entitled to receive:

 

· any earned but unpaid portion of his base salary through the date of such termination, subject to withholding and other appropriate deductions;

 

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· reimbursement for expenses accrued during employment, subject to and in accordance with, Cision US’s expense reimbursement policy;

 

· any earned but unpaid annual bonus relating to any prior period; and

 

· any vested benefits (including vacation) accrued through the date of such termination in accordance with applicable law or the governing agreement, plan or policy rules (together, the “Pearlstein Accrued Obligations”).

 

If Mr. Pearlstein’s employment is terminated by resignation with Good Reason or by Cision’s board of directors without Cause, then, in addition to the Pearlstein Accrued Obligations, during the 18-month period commencing on the date of termination (the “Pearlstein Severance Period”), (x) Cision US shall pay to Mr. Pearlstein an aggregate amount equal to 150% of his annual base salary, and (y) Cision US shall pay the premiums for Mr. Pearlstein’s continued coverage under Cision US’s health benefit plan during the Pearlstein Severance Period (subject to certain limitations).

 

Mr. Pearlstein’s employment agreement also contains provisions relating to obligations to maintain confidentiality, ownership of property developed during employment, third-party information, use of information of prior employers, non-competition with Cision Ltd.’s and its respective subsidiaries’ business and non-solicitation of Cision’s and its respective subsidiaries’ employees for a period of 18 months following termination of employment.

 

For purposes of Mr. Pearlstein’s employment agreement:

 

“Cause” means (i) (a) the conviction or plea of no contest for or indictment on a felony or a crime involving moral turpitude or (b) the commission of any other act or omission involving (x) dishonesty that is reasonably likely to materially and adversely affect Cision or any of its subsidiaries or (y) fraud, in either case, with respect to Parent, Cision US or any of their respective subsidiaries or any of their customers, vendors or employees, (ii) substantial and repeated failure to perform duties of the office held by Mr. Pearlstein as reasonably and expressly directed by Cision’s board of directors, provided that Mr. Pearlstein shall have the opportunity to address Cision’s board of directors before a termination pursuant to this clause (ii) becomes effective, (iii) gross negligence or willful misconduct with respect to the Cision, Cision US or any of their respective subsidiaries or any of their customers, vendors or employees, (iv) conduct which could reasonably be expected to bring Cision, Cision US or any of their respective subsidiaries into substantial public disgrace or disrepute, (v) any breach by Mr. Pearlstein of the confidentiality or non-solicitation provisions of his agreement and/or (vi) a failure to observe Cision’s, Cision US’s or any of their respective subsidiaries’ policies or standards regarding employment practices (including, without limitation, nondiscrimination and sexual harassment policies) as approved by Cision’s board of directors from time to time.

 

“Good Reason” means (i) a material reduction in Mr. Pearlstein’s then effective annual base salary, (ii) a material diminution in Mr. Pearlstein’s title, (iii) the assignment of duties to Mr. Pearlstein materially inconsistent with his position or (iv) the relocation of Mr. Akeroyd’s principal office to a location which is more than 50 miles outside of the Washington, D.C. metropolitan area, in each case, without the prior written consent of Mr. Pearlstein.

 

Rainer Mathes

 

We have entered into employment arrangements with Dr. Mathes in both the United States and Germany. Both agreements provide for a salary of €157,500 per year, resulting in total annual base compensation of approximately €315,000. Dr. Mathes has two separate employment agreements because he spends roughly equal amounts of time working in the United States and Germany throughout the year.

 

The U.S. employment agreement with Rainer Mathes provides that Dr. Mathes will serve as the President of Cision Global Insights for Cision US. The term of Dr. Mathes’ employment commenced on January 28, 2018 and will continue until (i) Dr. Mathes’ resignation, death or disability or (ii) Cision US terminates his employment with or without Cause. Dr. Mathes’ base salary is set at approximately €157,500 per year and is subject to annual increase as approved by Cision US’s board of directors.

 

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Subject to continued employment, Dr. Mathes will be eligible to receive an annual bonus in an amount up to €157,500, but at least 50% of the then current annual salary of Dr. Mathes, as determined by Cision US’s board of directors based upon Dr. Mathes’ performance and the performance of Cision US and its subsidiaries relative to financial, operating and other objectives set by Cision US. In addition, Dr. Mathes is entitled to such other benefits as are made generally available by Cision US to its employees as well as such other benefits as are approved by Cision US and made generally available to other employees of Cision US who are in similar roles to Dr. Mathes.

 

If Dr. Mathes’ employment is terminated for any reason, Dr. Mathes is entitled to receive:

 

· any earned but unpaid portion of his base salary through the date of such termination, subject to withholding and other appropriate deductions;

 

· reimbursement for reasonable and documented expenses accrued during employment, subject to and in accordance with, Cision US’s expense reimbursement policy;

 

· any earned but unpaid annual bonus relating to any prior fiscal year; and

 

· any vested benefits (including vacation, but excluding severance-type benefits) accrued through the date of such termination in accordance with applicable law or the governing agreement, plan or policy rules (together, the “Mathes Accrued Obligations”).

 

If Dr. Mathes’ employment is terminated by Cision without Cause, then, in addition to the Mathes Accrued Obligations, during the 6-month period commencing on the date of termination (the “Mathes Severance Period”), (x) Cision US shall pay to Dr. Mathes an aggregate amount equal to 50% of his annual base salary (the “Mathes Severance Payments”), and (y) Cision US shall have the option to extend the Mathes Severance Period for up to one additional 6-month period during which period Cision US shall continue to pay the Mathes Severance Payments to Dr. Mathes at the same annual rate (pro rated as applicable).

 

Dr. Mathes’ employment agreement also contains provisions relating to obligations to maintain confidentiality, ownership of property developed during employment, third-party information, use of information of prior employers, non-competition with Cision Ltd.’s and its respective subsidiaries’ business and non-solicitation of Cision Ltd.’s and its respective subsidiaries’ employees for a period of approximately 12 months following termination of employment.

 

For purposes of Dr. Mathes’ employment agreement:

 

“Cause” means (i) (a) the commission of a felony or a crime involving moral turpitude or (b) the commission of any other act or omission involving dishonesty or fraud with respect to Parent, Cision US or any of their respective subsidiaries or any of their customers, vendors or employees, (ii) substantial and repeated failure to perform duties of the office held by Dr. Mathes as reasonably directed by an executive to whom Dr. Mathes directly or indirectly reports or by Cision US (iii) gross negligence or willful misconduct with respect to Cision, Cision US or any of their respective subsidiaries or any of their customers, vendors or employees, (iv) conduct which could reasonably be expected to bring Cision, Cision US or any of their respective subsidiaries into substantial public disgrace or disrepute, (v) any breach by Dr. Mathes of the confidentiality or non-solicitation provisions of his agreement and/or (vi) a failure to observe policies or standards regarding employment practices (including, without limitation, nondiscrimination and sexual harassment policies) as approved by Cision US from time to time.

 

Dr. Mathes is also party to a managing director service contract with Cision Germany. The service contract provides that Dr. Mathes will serve as a managing director of Cision Germany and is entitled to an annual salary of €157,500 (which amount is in addition to amounts payable under his U.S. employment agreement). The service contract contains customary non-competition and non-solicitation provisions which remain in effect during the term of the service contract and for 12 months following termination. Dr. Mathes’ service contract is terminable upon six month’s notice, during which period Dr. Mathes may be released from his work obligations. Additionally the service contract may be terminated at any time for “important reasons”, which include the failure of Dr. Mathes to comply with certain provisions of the service contract, or the violation of the non-competition and non-solicitation provisions contained therein.

 

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Jason Edelboim

 

Jason Edelboim resigned from his position with Cision on January 16, 2019. The terms of Mr. Edelboim’s separation are governed by his existing employment agreement, which is between himself and PR Newswire Association, LLC. The employment agreement provides that Mr. Edelboim will remain subject to the customary non-competition and non-solicitation provisions contained therein for a period of nine months following his departure.

 

Abe Smith

 

On January 15, 2019, Mr. Smith departed Cision and entered into a separation agreement with Cision US. The separation agreement provides that Mr. Smith will receive six month’s salary continuation, in addition to a one-time lump sum repatration payment of $105,000 (Mr. Smith relocated from the United States to the United Kingdom in 2017 in connection with his appointment as President - EMEA). The separation agreement also provides that Mr. Smith will remain subject to the customary non-competition and non-solicitation provisions contained in his original employment agreement with Cision U.S. for a period of six months following his departure.

 

Potential Payments Upon Termination or Change in Control

 

Potential Payments to Continuing Named Executive Officers

 

Our Continuing Named Executive Officers are eligible to receive certain severance payments and benefits under their employment and equity grant agreements in connection with a termination of employment under various circumstances and/or a change in control.

 

The table below provides an estimate of the value of such payments and benefits assuming that a qualifying termination of employment and, as applicable, a change in control, occurred on December 31, 2018, and assuming a share price of $11.70 per share, the closing price of the ordinary shares on such date. The actual amounts that would be paid or distributed to the Named Executive Officers as a result of one of the termination events occurring in the future will depend on factors such as the date of termination, the manner of termination and the terms of the applicable agreements in effect at such time, which could differ materially from the terms and amounts described here.

 

Name   Benefit   Termination
Without Cause
    Termination due to
Death or Disability
    Termination without
Cause or for Good
Reason Following
Change in Control
 
Kevin Akeroyd   Base Salary Continuation   $ 625,000           $ 625,000  
    Benefit Continuation   $ 11,101           $ 11,101  
    Acceleration of Equity Awards               $ 2,510,648 (1)
    Total   $ 636,101           $ 3,146,749  
                             
Jack Pearlstein   Base Salary Continuation   $ 600,000           $ 600,000  
    Benefit Continuation   $ 15,759           $ 15,759  
    Total   $ 615,759           $ 615,759  
                             
Rainer Mathes   Base Salary Continuation   $ 186,102           $ 186,102  

 

 

(1) Represents acceleration of 1,159,380 Class C Units of Cision Owner, assuming a fair market value of $2.17 as of December 31, 2018.

 

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Payments in Connection with Officer Departures

 

Two of our Named Executive Officers, Jason Edelboim and Abe Smith, departed Cision after the end of our latest fiscal year. Mr. Edelboim departed Cision on January 16, 2019 and will not be provided any continuing benefits due to his resignation from Cision consistent with the terms of his employment agreement. We entered into a separation agreement with Mr. Smith upon his departure on January 15, 2019, pursuant to which we agreed to pay Mr. Smith approximately $284,344, consisting of $175,000 in salary continuation, $105,000 in repatriation bonus and $4,344 in benefits continuation.

 

Director Compensation

 

The following table presents summary information regarding the total compensation awarded to, earned by, and paid to directors for the year ended December 31, 2018.

 

Name   Fees Earned
or Paid in Cash ($)
    Stock Awards ($)     Total ($)  
Mark M. Anderson   $ 42,500     $ 139,989 (1)(2)   $ 182,489  
Philip A. Canfield     35,000       139,989 (1)(2)     174,989  
L. Dyson Dryden     22,500       139,989 (1)     162,489  
Mark D. Ein     30,000       139,989 (1)     169,989  
Stephen P. Master     27,500       139,989 (1)(2)     167,489  
Stuart Yarbrough     70,000       139,989 (1)     209,989  
Susan Vobejda     7,500       92,057 (3)     99,557  

 

 

(1) Consists of 8,120 RSUs which vest on August 23, 2019.

 

(2) Pursuant to the policies of GTCR, stock awards held by directors affiliated with GTCR are held for the benefit of GTCR-affiliated entities and each director disclaims any pecuniary interest in such securities.

 

(3) Consists of 6,340 RSUs which vest on October 30, 2019.

 

Director Compensation Structure

 

We compensate our directors who are not employees of Cision according to the following structure:

 

Description   Amount
     
Quarterly retainer   $10,000
     
Additional retainer for committee members   $2,500 per committee per quarter
     
Restricted Stock Unit Grants   Issue Cision restricted stock units on an annual basis with then-current fair market value equal to 2x annual cash compensation
     
Additional retainer for chair of committee   $5,000 for the chairs of any standing committee per quarter

 

The RSUs vest 100% on the first anniversary of issuance, so long as the recipient remains on the board of directors as of each vesting date. Any unvested RSUs would vest immediately upon a change in control of Cision. Any unvested RSUs will be automatically forfeited upon such person’s resignation or removal from the board of directors with or without cause.

  

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth information as of April 3, 2019 regarding the beneficial ownership of Cision’s Ordinary Shares by:

 

  · Each person known to be the beneficial owner of more than 5% of Cision’s outstanding Ordinary Shares;

 

  · Each director and each of Cision’s principal executive officers and two other most highly compensated executive officers (“named executive officers”); and

 

  · All current executive officers and directors as a group.

 

Unless otherwise indicated, Cision believes that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.

 

Name and Address of Beneficial Owner (1)

  Amount and
Nature of
Beneficial
Ownership
   

Approximate
Percentage of
Outstanding
Ordinary
Shares (2)

 
Directors and Executive Officers:                
Kevin Akeroyd (3)     29,266 (3)     *  
Jack Pearlstein (3)     133,333 (3)     *  
Rainer Mathes     1,735,269       1.2 %
Mark D. Ein     3,587,079 (4)     2.4 %
L. Dyson Dryden     1,194,685 (5)     *  
Stephen P. Master     1,503 (6)(7)     *  
Stuart J. Yarbrough     2,986       *  
Mark M. Anderson     15,428 (6)(7)     *  
Philip A. Canfield     53,059 (6)(7)     *  
Susan Vobejda            
All directors and executive officers as a group (17 individuals)     7,068,120       4.8 %
Five Percent Holders:                
Baron Capital Group, Inc.     7,234,146 (8)     4.9 %
Cision Owner     50,490,472 (6)(7)     34.0 %
T. Rowe Price Associates, Inc.     10,328,394 (9)     7.0 %

 

 

* Represents less than 1%.

 

(1) Unless otherwise indicated, the business address of each of the individuals is 130 East Randolph St., 7th Floor, Chicago, IL 60601.

 

(2) The percentage of beneficial ownership of Cision is calculated based on 148,328,727 Ordinary Shares outstanding. Unless otherwise indicated, Cision believes that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them as of the date indicated.

 

(3) Certain of our executive officers hold interests in Cision Owner pursuant to the Cision Owner Partnership Agreement. These executive officers have neither a controlling interest in Cision Owner nor direct or indirect voting or dispositive power with respect to Ordinary Shares of Cision held of record by Cision Owner.

 

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(4) Consists of 3,575,214 shares held by Capitol Acquisition Management 3 LLC and 11,865 shares held by Leland Investments, Inc. Both entities are controlled by Mr. Ein.

 

(5) Represents shares held by Capitol Acquisition Founder 3 LLC, an entity controlled by Mr. Dryden.

 

(6) Voting and dispositive power with respect to the Ordinary Shares held by Cision Owner is exercised by its general partner, Canyon Partners, Ltd., which is controlled by a majority vote of its ten-member board of directors (“Canyon Board of Directors”). GTCR Investment X AIV Ltd. (“GTCR AIV”) as the sole shareholder of Canyon Partners, Ltd. may be deemed to share voting and dispositive power over the Ordinary Shares held by Cision Owner. GTCR AIV is managed by a ten-member board of Directors (the “AIV Board of Directors”) comprised of Mark M. Anderson, Craig A. Bondy, Philip A. Canfield, Aaron D. Cohen, Sean L. Cunningham, David A. Donnini, Constantine A. Mihas, Collin E. Roche, Lawrence C. Fey IV and Benjamin J. Daverman. Each of the foregoing entities and the individual members of each of the Canyon Board of Directors and the AIV Board of Directors disclaim beneficial ownership of the shares held of record by Cision Owner except to the extent of his, her or its pecuniary interest. The address for Cision Owner, Canyon Partners, Ltd. and GTCR AIV is c/o GTCR Golder Rauner II, LLC, 300 North LaSalle Street, Suite 5600, Chicago, Illinois 60654.

 

(7) Messrs. Canfield and Anderson are Managing Directors of GTCR LLC, and Mr. Master is a Vice President of GTCR LLC. Each of Messrs. Canfield, Anderson and Master disclaims beneficial ownership of any units of Cision Owner beneficially owned by Canyon Partners, Ltd. and GTCR AIV, except to the extent of his indirect pecuniary interest.

 

(8) The business address of Baron Capital Group, Inc. is 767 Fifth Avenue, 49th Floor, New York, NY 10153. Information derived from a Schedule 13G/A filed on February 14, 2019.

 

(9) The business address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202. Information derived from a Schedule 13G/A filed on February 14, 2019.

 

The following table sets forth information about securities authorized for issuance under Cision’s equity compensation plan as of December 31, 2018:

 

Plan Category   Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)
    Weighted-average
exercise price of
outstanding
options, warrants
and rights (1)
(b)
    Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
 
Equity compensation plans approved by security holders     2,438,894     $ 14.43       3,657,745  
Equity compensation plans not approved by security holders                  
Total     2,438,894     $ 14.43       3,657,745  

 

 

(1) Weighted-average exercise price is based on 2,112,500 options outstanding as of December 31, 2018. The remaining securities consist of restricted stock units which do not have an exercise price.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

Related Party Transactions Policy

 

Cision has adopted a Related Party Transactions policy that sets forth the manner in with Cision considers, evaluates and, where appropriate, conducts transactions with Related Parties, which are defined as: (a) each director or officer of Cision; (b) any nominee for election as a director of Cision; (c) any security holder who is known to Cision to own of record or beneficially more than five percent (5%) of any class of Cision’s voting securities; and (d) any “Immediate Family Member” (as defined in Regulation S-K Item 404(a)) of any of the foregoing persons. For purposes of the Related Party Transactions policy, a “Related Party Transaction” means a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which Cision was, is or will be a participant and the amount involved will or may be expected to exceed $120,000 in any fiscal year, and in which any Related Party had, has or will have a direct or indirect material interest (including any transactions requiring disclosure under Item 404 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended). Any director, nominee for election as a director or officer who intends to enter into a Related Party Transaction shall disclose that intention and all material facts with respect to such transaction to the Audit Committee, and any other employee of Cision who intends to cause Cision to enter into any Related Party Transaction shall disclose that intention and all material facts with respect to the transaction to his or her superior, who shall be responsible for seeing that such information is reported to the Audit Committee.

 

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The Audit Committee reviews all Related Party Transactions and approves or disapproves such transactions in advance of such transaction being given effect (subject to any permissible delegation of authority). The Audit Committee may approve the Related Party Transaction only if the Audit Committee determines in good faith that, under all of the circumstances, the transaction is in the best interests of the Company and its shareholders. In connection with approving or ratifying a Related Party Transaction, the Audit Committee shall carefully and diligently consider all of the relevant facts and circumstances relating to whether the transaction is in the best interests of Cision, including consideration of the following factors: the position within or relationship of the Related Party with Cision; the materiality of the transaction to the Related Party and Cision, including the dollar value of the transaction, without regard to profit or loss; the business purpose for and reasonableness of the transaction (including the anticipated profit or loss from the transaction), taken in the context of the alternatives available to Cision for attaining the purposes of the transaction; whether the transaction is comparable to a transaction that could be available with an unrelated party, or is on terms that Cision offers generally to persons who are not Related Parties; whether the transaction is in the ordinary course of Cision’s business and was proposed and considered in the ordinary course of business; the effect of the transaction on Cision’s business and operations, including on Cision’s internal control over financial reporting and system of disclosure controls or procedures; any additional conditions or controls (including reporting and review requirements) that should be applied to such transaction; whether the Related Party Transaction was initiated by Cision or the Related Party; the Related Party’s interest in the Related Party Transaction; and any other information regarding the Related Party Transaction or the Related Party that would be material to investors in light of the circumstances of the particular transaction.

 

These procedures are intended to determine whether any Related Party Transaction impairs the independence of a director or presents a conflict of interest on the part of a directors, employee or officer.

 

Warrant Exchange

 

In May 2018, Cision completed an exchange offer relating to its outstanding warrants, whereby the holders of the warrants were offered 0.26 Cision ordinary shares for each outstanding warrant tendered (the “Warrant Exchange Offer”). Each of Cision Owner, Mark D. Ein and L. Dyson Dryden participated in the Warrant Exchange Offer and tendered all of the warrants held by them. In connection with the closing of the Warrant Exchange Offer, Cision issued an aggregate of 6,100,209 ordinary shares (including 528,331 ordinary shares to Cision Owner and 1,124,319 and 374,773 ordinary shares to Messrs. Ein and Dryden, respectively) in exchange for 23,462,423 warrants. In June 2018, the 1,037,577 outstanding warrants that did not participate in the exchange were converted into 242,780 ordinary shares pursuant to an amendment to the warrant agreement authorized in connection with the Warrant Exchange Offer.

 

Registration Rights Agreement

 

In connection with the consummation of the Business Combination, we entered into a registration rights agreement with Cision Owner and affiliates of Mark D. Ein and L. Dyson Dryden (the “Registration Rights Agreement”). The parties are entitled to have registered, in certain circumstances, the resale of the ordinary shares of Cision held by them, subject to certain conditions set forth therein.

 

Pursuant to the Registration Rights Agreement, Cision Owner is entitled to request that Cision register its shares on a long-form or short-form registration statement on one or more occasions in the future, which registrations may be “shelf registrations.” In certain limited circumstances, the holder of a majority of registrable securities held by the affiliates of Messrs. Ein and Dryden are entitled to make demand registrations. The parties to the Registration Rights Agreement are entitled to participate in certain registered offerings by Holdings, subject to certain limitations and restrictions. Cision will pay expenses of the parties incurred in connection with the exercise of their rights under this agreement.

 

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Nominating Agreement

 

Pursuant to the Nominating Agreement, Cision Owner (or its affiliates) has the right to designate nominees for election to Cision’s board of directors for so long as Cision Owner beneficially owns 5% or more of the total number of Cision’s ordinary shares then outstanding. The number of nominees that Cision Owner (or its affiliates) is entitled to nominate under the Nominating Agreement is dependent on its beneficial ownership of ordinary shares. For so long as Cision Owner beneficially owns a number of ordinary shares equal to or greater than 35%, 15% or 5%, respectively, of the total number issued and outstanding, Cision Owner will have the right to nominate three, two or one director(s), respectively. In addition, Cision Owner has the right to designate the replacement for any of its designees whose board service has terminated prior to the end of the director’s term, regardless of Cision Owner’s beneficial ownership at such time. Cision Owner has the right to have its designees participate on committees of the board of directors, subject to compliance with applicable law and stock exchange listing rules. So long as GTCR and its affiliates are the beneficial owners of a majority of the ordinary shares of Cision held by Cision Owner, Cision Owner will, upon the request of GTCR, assign all of its rights under the Nominating Agreement to GTCR (or one of its affiliates).

 

Independence of Directors

 

As a result of its Ordinary Shares being listed on the New York Stock Exchange, Cision adheres to the rules of such exchange in determining whether a director is independent. The board of directors of Cision has consulted, and will consult, with its counsel to ensure that the board’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors. The New York Stock Exchange listing standards generally define an “independent director” as a person, other than an executive officer of a company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The board has determined that Mr. Anderson, Mr. Canfield, Mr. Ein, Mr. Dryden, Mr. Master, Mr. Yarbrough and Ms. Vobejda are independent directors. The board has determined that Mr. Akeroyd is not an independent director on account of his employment with Cision.

 

Item 14. Principal Accounting Fees and Services

 

PricewaterhouseCoopers LLP (“PWC”) serves as the Company’s independent registered public accounting firm. The following table presents fees paid or accrued for the audit of the Company’s annual consolidated financial statements and all other professional services rendered by PWC for the years ended December 31, 2017 and 2018. 

 

    Year Ended December 31,  
(in thousands)   2017     2018  
Audit Fees (1)   $ 3,016     $ 3,722  
Audit Related Fees (2)     2,186       2,594  
Tax Fees (3)     1,701       657  
All Other Fees            
Total   $ 6,903     $ 6,973  

 

 

(1) Represents fees for professional services provided for the audit of the Company’s annual consolidated financial statements, reviews of the Company’s quarterly condensed consolidated financial statements, audit services provided in connection with other statutory or regulatory filings, and accounting, reporting, and disclosure matters.

 

(2) Represents fees for assurance services related to the audit of the Company’s annual consolidated financial statements, including comfort letters, certain SEC filings, financial due diligence, and other agreed upon procedures and third party assurance engagements.

 

(3) Represents fees related to tax return preparation, tax planning, and tax compliance support services

 

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All services provided by PWC subsequent to the Business Combination were pre-approved by the Audit Committee. The Audit Committee has considered whether the provision of the above-noted services is compatible with maintaining the independence of the independent registered public accounting firm and has determined, consistent with advice from PWC, that the provision of such services has not adversely affected PWC’s independence.

 

Pursuant to its charter, the Audit Committee is responsible for pre-approving all audit and permissible non-audit services provided to the Company by its independent registered public accounting firm, subject to any exceptions in the Exchange Act. The Audit Committee may delegate to one or more of its members the authority to grant such pre-approvals, provided that any decisions of such member or members to grant pre-approvals must be presented to the full Audit Committee at its next scheduled meeting. 

 

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PART IV

 

Item 15. Exhibits, Financial Statement Schedules

 

The following exhibits are filed as part of this Amendment No. 1 to Form 10-K.

 

Exhibit

No.

  Description   Included   Form   Filing Date
2.1   Agreement and Plan of Merger, dated as of March 19, 2017, by and among Capitol Acquisition Corp. III, Capitol Acquisition Holding Company Ltd., Capitol Acquisition Merger Sub, Inc., Canyon Holdings (Cayman), L.P. and Canyon Holdings S.à r.l.   By Reference   S-4   April 11, 2017
2.2   Amendment No. 1 to Agreement and Plan of Merger, dated as of April 7, 2017, by and among Capitol Acquisition Corp. III, Capitol Acquisition Holding Company Ltd., Capitol Acquisition Merger Sub, Inc., Canyon Holdings (Cayman), L.P. and Canyon Holdings S.à r.l.   By Reference   S-4   April 11, 2017
3.1   Amended and Restated Memorandum and Articles of Association of Cision Ltd.   By Reference   8-K   July 6, 2017
4.1   Specimen Ordinary Share Certificate.   By Reference   S-4/A   May 15, 2017
10.1   Registration Rights Agreement between Cision Ltd. and certain holders identified therein.   By Reference   8-K   July 6, 2017
10.2    Director Nomination Agreement between Cision Ltd., Canyon Holdings (Cayman), L.P. and the other parties named therein.   By Reference   8-K   July 6, 2017
10.3   2017 Omnibus Incentive Agreement. †   By Reference   S-4/A   June 14, 2017
10.4   Form of Non-Equity Incentive Plan. †   By Reference   S-4/A   May 15, 2017
10.5   Form of Director Indemnification Agreement (Affiliates of Canyon Holdings (Cayman), L.P.). †   By Reference   8-K   July 6, 2017
10.6   Form of Director Indemnification Agreement (Affiliates of Capitol Acquisition Management 3 LLC and Capitol Acquisition Founder 3 LLC). †   By Reference   8-K   July 6, 2017
10.7   Form of Director and Officer Indemnification Agreement (Officers and Independent Directors). †   By Reference   8-K   July 6, 2017
10.8   First Lien Credit Agreement.   By Reference   S-4/A   May 15, 2017
10.9   Amendment to First Lien Credit Agreement.   By Reference   S-4/A   May 15, 2017
10.10   Support Agreement.   By Reference   S-4/A   May 15, 2017
10.11   Employment Agreement between Cision U.S. Inc. and Kevin Akeroyd. †   By Reference   8-K   July 6, 2017
10.12   Employment Agreement between Cision U.S. Inc. and Jack Pearlstein. †   By Reference   8-K   July 6, 2017
10.13   Employment Agreement between Cision U.S. Inc. and Gregg Spratto . †   By Reference   10-Q   November 8, 2018
10.14   Office Lease between Cision U.S. Inc. and BFPRU I, LLC.   By Reference   8-K   July 6, 2017
10.15   Refinancing Amendment and Incremental Facility Amendment.   By Reference   8-K   August 7, 2017
10.16   Form of Restricted Stock Unit Agreement pursuant to the Cision Ltd. 2017 Omnibus Incentive Plan. †   By Reference   10-Q   November 9, 2017
10.17   Form of Nonqualified Stock Option Agreement pursuant to the Cision Ltd. 2017 Omnibus Incentive Plan. †   By Reference   10-Q   November 9, 2017
10.18   Form of Performance-Vesting Restricted Stock Unit Agreement pursuant to the Cision Ltd. 2017 Omnibus Incentive Plan. †   By Reference   10-Q   November 8, 2018
10.19   Form of Performance-Vesting Option Agreement pursuant to the Cision Ltd. 2017 Omnibus Incentive Plan. †   By Reference   10-Q   November 8, 2018
10.20   Incremental Facility Amendment to First Lien Credit Agreement.   By Reference   8-K   December 20, 2017

 

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Exhibit

No.

  Description   Included   Form   Filing Date
10.21   Repricing Amendment to First Lien Credit Agreement.   By Reference   8-K   February 8, 2018
10.22   Repricing Amendment to First Lien Credit Agreement   By Reference   10-K   March 1, 2019
10.23   Incremental Facility Amendment to First Lien Credit Agreement (Revolving Facility)   By Reference   8-K   January 3, 2019
10.24   Incremental Facility Amendment to First Lien Credit Agreement (Term Loan Facility)   By Reference   8-K   January 15, 2019
10.25   Employment Agreement between Cision U.S. Inc. and Dr. Rainer Mathes. †   Herewith   -   -
10.26   Managing Director Service Contract between Cision Germany GmbH and Dr. Rainer Mathes. †   Herewith   -   -
14.1   Code of Ethics.   By Reference   8-K   July 6, 2017
21.1   Subsidiaries of the Registrant.   By Reference   10-K   March 1, 2019
23.1   Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.   By Reference   10-K   March 1, 2019
24.1   Power of Attorney.   By Reference   10-K   March 1, 2019
31.1   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.   Herewith   -   -
31.2   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.   Herewith   -   -
32.1   Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   By Reference   10-K   March 1, 2019
32.2   Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   By Reference   10-K   March 1, 2019

 

 

† Indicates exhibits that constitute management contracts or compensatory plans or arrangements.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: April 5, 2019

 

  Cision Ltd.
       
  By:   /s/ Jack Pearlstein
      Jack Pearlstein
      Chief Financial Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Name   Title   Date
         
/s/ Kevin Akeroyd   President, Chief Executive Officer and Director   April 5, 2019
Kevin Akeroyd    (Principal Executive Officer)    
         
/s/ Jack Pearlstein   Chief Financial Officer   April 5, 2019
Jack Pearlstein    (Principal Accounting and Financial Officer)    
         
*   Director   April 5, 2019
Stuart J. Yarbrough        
         
*   Director   April 5, 2019
Philip A. Canfield        
         
*   Director and Vice Chairman of the Board   April 5, 2019
Mark D. Ein        
         
*   Director   April 5, 2019
Stephen P. Master        
         
*   Director and Chairman of the Board   April 5, 2019 
Mark M. Anderson        
         
*   Director    April 5, 2019
L. Dyson Dryden        
         
*   Director   April 5, 2019
Susan Vobejda        

 

* The undersigned, by signing his name hereto, does execute this Amendment No. 1 to the Annual Report on Form 10-K of Cision Ltd. on behalf of the above-named officers and directors of the registrant pursuant to the Power of Attorney executed by such officers and/or directors on the signature pages to the report previously filed on March 1, 2019.

 

/s/ Jack Pearlstein  
Jack Pearlstein  
Chief Financial Officer  

 

  35  

 

 

Exhibit 10.25

 

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is made as of January 23, 2018, by and between Cision US Inc., a Delaware corporation (“ Employer ”), and Dr. Rainer Mathes (“ Executive ”).

 

Employer and Executive mutually desire to enter into an agreement containing the terms and conditions pursuant to which Employer will employ Executive.

 

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

 

1.            Employment . The terms of this Agreement are intended by the parties hereto to be the final expression of their agreement with respect to the employment of Executive by Employer, and this Agreement supersedes any and all prior understandings and agreements between Executive and Employer regarding Executive’s employment with Employer, whether written or oral. Employer agrees to employ Executive, and Executive accepts such employment, for the period beginning on the date hereof and ending upon his separation pursuant to Section 1(c) hereof (the “ Employment Period ”).

 

(a)           Position and Duties . During the Employment Period, Executive shall serve as the President of Cision Global Insights and shall have such other responsibilities as are reasonably directed by Employer’s Chief Executive Officer (the “ CEO ”) or the Board, subject in each case to the power of the CEO and the Board to expand, limit or otherwise alter such duties, responsibilities, positions and authority and to otherwise override actions of officers. Executive shall perform his services pursuant to this Agreement for the Employer and for any Subsidiaries or Affiliates designated by the Board or the CEO or his designee to whom Executive reports. Executive shall report to the CEO or his designee, and Executive shall devote his best efforts and his full business time and attention to the business and affairs of Employer and its Subsidiaries and Affiliates; provided that Executive shall be permitted, with the prior written consent of the CEO (which consent shall not be unreasonably withheld), to engage in civic, charitable and other non-profit activities that do not interfere with Executive’s employment and other duties or obligations to the Employer, its Subsidiaries and Affiliates.

 

(b)          Salary, Bonuses and Benefits . During the Employment Period, Executive shall be paid a base salary at a rate of €157,500 EUR per annum (such base salary, as may be adjusted pursuant hereto, the “ Annual Base Salary ”). For each fiscal year beginning in 2018 and ending during the Employment Period in which Executive remains employed through the last day of such fiscal year, Executive shall be eligible for an annual bonus in an amount up to €157,500 EUR. Each annual bonus shall be determined by Employer based upon the performance of Executive and the achievement by Employer and its Subsidiaries of financial, operating and other objectives set by Employer. Each annual bonus shall be paid in the fiscal year following the fiscal year to which the bonus relates. Notwithstanding the foregoing, the minimum bonus for the fiscal year beginning in 2018 shall be in an amount equal to at least 50% of the amount of the Annual Base Salary for such fiscal year. In addition, during the Employment Period, Executive will be entitled to such other benefits as are made generally available by the Employer to its employees, including the Employer’s 401(k) plan, as well as such other benefits as are approved by Employer and made generally available to other employees of the Employer who are in similar roles to that of the Employee, including the Employer’s 2017 Omnibus Incentive Plan, and subject in each case to the terms and conditions and eligibility criteria (including approval by appropriate committees) governing such benefits.

 

 

 

 

(c)           Separation . The Employment Period will continue until (i) Executive's resignation, death, or Disability or (ii) the Employer terminates Executive’s employment with or without Cause. Upon the termination of Executive’s employment for any reason, Executive (or, in the event of Executive’s death, Executive’s estate) shall be entitled to receive (A) any earned but unpaid Annual Base Salary through the date of such termination, subject to withholding and other appropriate deductions, (B) reimbursement for reasonable and documented expenses accrued during employment, subject to and in accordance with, Employer’s expense reimbursement policy, (C) any earned but unpaid annual bonus relating to any prior fiscal year, and (D) any vested benefits (including vacation, but excluding severance-type benefits) accrued through the date of such termination in accordance with applicable law or the governing agreement, plan or policy rules (clauses (A) through (D), collectively, the “ Accrued Obligations ”). If Executive’s employment is terminated by the Employer without Cause pursuant to clause (ii) above, then, in addition to the Accrued Obligations, during the 6-month period commencing on the date of termination (the “ Severance Period ”). Employer shall pay to Executive an aggregate amount equal to 50% of his or her Annual Base Salary, payable in equal installments on Employer’s regular salary payment dates as in effect on the date of the Separation (the “ Severance Payments ”). In addition, Employer shall have the option, by delivering written notice to Executive at least 60 days prior to the end of the then-applicable Severance Period, to extend the Severance Period for up to one additional six-month period (i.e., through the 12-month anniversary of the date of Separation) during which period the Employer shall continue to pay Executive’s Severance Payments to Executive at the same annual rate (pro rated as applicable). Notwithstanding anything herein to the contrary, (I) Executive shall not be entitled to receive any portion of the Severance Payments unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer (a “ Release ”) in accordance with Section 1(e)(vii) (and such release is in full force and effect and has not been revoked), and (II) Executive shall be entitled to receive the Severance Payments only so long as Executive has not breached any of the provisions of such general release or Section 2 or Section 3 hereof. Following a Separation for any reason, Executive shall not be entitled to any further payments from Employer, the Parent or their respective Affiliates in respect of his or her employment with any of them, nor shall they have any further liability to Executive in respect thereof, except as expressly set forth in this Section 1 .

 

(d)           Code Section 409A .

 

(i)           The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “ Code Section 409A ”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be either exempt from or in compliance therewith. In no event shall Employer or the Parent be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A.

 

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(ii)          Notwithstanding any other payment schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under Section 1 hereof that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death (the “ Delay Period ”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 1(e) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

 

(iii)         A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “nonqualified deferred compensation” (within the meaning of Code Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”

 

(iv)         For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.

 

(v)          Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” (within the meaning of Code Section 409A) be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

 

(vi)         To the extent that any reimbursement of expenses or in-kind benefits constitute “nonqualified deferred compensation” (within the meaning of Code Section 409A), such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred, the amount of any expenses reimbursed or in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits provided in any subsequent year (other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code), and Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

 

  3  

 

 

(vii)        Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (A) Employer shall deliver the Release to Executive within ten days following the date of Executive’s termination of employment, (B) provided Employer timely complies with its obligation under clause (A), if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes his or her acceptance of the Release thereafter, he shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (C) in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as “nonqualified deferred compensation” (within the meaning of Code Section 409A) shall be made in the later taxable year. For purposes of this Section 1(e)(vii) Release Expiration Date ” shall mean the date that is 31 days following the date of Executive’s termination of employment, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 55 days following the date of Executive’s termination of employment. To the extent that any payments of nonqualified deferred compensation (within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 1(e)(vii) , such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to clause (C) of this Section 1(e)(vii) , on the first payroll period to occur in the subsequent taxable year, if later.

 

2.            Confidential Information .

 

(a)           Obligation to Maintain Confidentiality . Executive acknowledges that the information, observations and data (including trade secrets) obtained by him or her during the course of his or her employment with Employer concerning the business or affairs of Employer, the Parent, and their respective Subsidiaries and Affiliates (“ Confidential Information ”) are the property of Employer, the Parent or such Subsidiaries and Affiliates, including information concerning acquisition opportunities in or reasonably related to Employer’s and the Parent’s business or industry of which Executive becomes aware during the Employment Period. Therefore, Executive agrees that he will not disclose to any unauthorized Person or use for his or her own account any Confidential Information without the Board’s written consent, unless and to the extent that the Confidential Information, (i) becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law or court order. Executive shall deliver to Employer at a Separation, or at any other time Employer may reasonably request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Employer, the Parent and their respective Subsidiaries and Affiliates (including, without limitation, all acquisition prospects, lists and contact information) which he may then possess or have under his or her control.

 

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(b)           Ownership of Property . Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to Employer’s, the Parent’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by Employer, the Parent or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“ Work Product ”) belong to Employer, the Parent or such Subsidiary or Affiliate, and Executive hereby assigns, and agrees to assign, all of the above Work Product to Employer, the Parent or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his or her work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and Employer, the Parent or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to Employer, the Parent or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm Employer’s, the Parent’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

 

(c)           Third Party Information . Executive understands that Employer, the Parent and their respective Subsidiaries and Affiliates will receive from third parties confidential or proprietary information (“ Third Party Information ”) subject to a duty on Employer’s, the Parent’s and their respective Subsidiaries and Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of Section 2(a) above, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel and consultants of Employer, the Parent or their respective Subsidiaries and Affiliates who need to know such information in connection with their work for Employer, the Parent or their respective Subsidiaries and Affiliates) or use, except in connection with his or her work for Employer, the Parent or their respective Subsidiaries and Affiliates, Third Party Information unless expressly authorized by the Board in writing.

 

(d)           Use of Information of Prior Employers . During the Employment Period, Executive will not improperly use or disclose any confidential information or trade secrets, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality, and will not bring onto the premises of Employer, the Parent or any of their respective Subsidiaries or Affiliates any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or Person. Executive will use in the performance of his or her duties only information which is (i) generally known and used by persons with training and experience comparable to Executive’s and which is (x) common knowledge in the industry or (y) otherwise legally in the public domain, (ii) otherwise provided or developed by Employer, the Parent or any of their respective Subsidiaries or Affiliates or (iii) in the case of materials, property or information belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use in writing by such former employer or Person.

 

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3.           Noncompetition and Nonsolicitation . Executive acknowledges that in the course of his or her employment with Employer he will become familiar with Employer’s, the Parent’s and their respective Subsidiaries’ trade secrets and with other confidential information concerning Employer, the Parent and such Subsidiaries and that his or her services will be of special, unique and extraordinary value to Employer, the Parent and such Subsidiaries. Therefore, Executive agrees that:

 

(a)           Noncompetition . During the Restricted Period, Executive shall not, directly or indirectly, own, manage, control, participate in, consult with, render services for, or in any manner engage in any business which competes anywhere in the United States, the United Kingdom, or Germany with any of the businesses of the Employer, the Parent or any of their respective Subsidiaries or competing with any other business for which Employer, the Parent or any of their respective Subsidiaries has engaged in discussions or has requested and received information relating to the acquisition of such business by Employer, the Parent or any of their respective Subsidiaries within the eighteen-month period immediately preceding the Separation. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as Executive has no active participation in the business of such corporation.

 

(b)           Nonsolicitation . During the Restricted Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of Employer, the Parent or any of their respective Subsidiaries to leave the employ of Employer, the Parent or such Subsidiary, or in any way interfere with the relationship between Employer, the Parent or any of their respective Subsidiaries and any employee thereof, (ii) hire any employee of Employer, the Parent or any of their respective Subsidiaries or hire any former employee of Employer, the Parent or any of their respective Subsidiaries within 12 months after such person ceased to be an employee of Employer, the Parent or any of their respective Subsidiaries, (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of Employer, the Parent or any of their respective Subsidiaries to cease doing business with Employer, the Parent or such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Employer, the Parent or any such Subsidiary or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of Employer, the Parent or any of their respective Subsidiaries and with which Employer, the Parent or any of their respective Subsidiaries has engaged in discussions or has requested and received information relating to the acquisition of such business by Employer, the Parent or any of their respective Subsidiaries at any time within the eighteen-month period immediately preceding a Separation.

 

(c)           Nondisparagement . Executive shall not, directly or indirectly through any other Person, make any public statement that is intended to or could reasonably be expected to disparage the Employer, the Parent or any of their respective Subsidiaries, Affiliates or businesses, products, services, equityholders, directors, managers, officers or employees.

 

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(d)           Enforcement . If, at the time of enforcement of Section 2 or this Section 3 , a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. Because Executive’s services are unique and because Executive has access to confidential information, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, Employer and/or its respective successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). In the event that Executive breaches any provision of this Section 3 , then the Restricted Period shall be extended for a period of time equal to the period of time during which such breach occurred and, in the event that Employer any of its Subsidiaries is required to seek relief from such breach in any court, then the Restricted Period shall be extended for a period of time equal to the pendency of such proceedings, including all appeals.

 

(e)           Additional Acknowledgments . Executive acknowledges that the provisions of this Section 3 are in consideration of: (i) employment with Employer and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 and this Section 3 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (x) that the business of Employer, the Parent and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where Employer, the Parent or any of their respective Subsidiaries conduct business during the Employment Period, (y) notwithstanding the state of organization or principal office of Employer, the Parent or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that Employer, the Parent and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Employer, the Parent or any of their respective Subsidiaries conduct business during the Employment Period, and (z) as part of his or her responsibilities, Executive may be traveling throughout the United States and other jurisdictions where Employer, the Parent or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to Employer, the Parent and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or this Section 3 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and consulted with legal counsel of his or her choosing regarding its contents, has given careful consideration to the restraints imposed upon Executive by this Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of Employer, the Parent and their respective Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

 

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4.           Definitions .

 

Affiliate ” means, with respect to any Person, (i) any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract, or otherwise, and (ii) if such Person is a partnership, any partner thereof.

 

Board ” means the board of directors of Parent.

 

Cause ” means (i) the commission of a felony or a crime involving moral turpitude or the commission of any other act or omission involving dishonesty or fraud with respect to Employer, the Parent or any of their respective Subsidiaries or any of their customers, vendors or employees, (ii) substantial and repeated failure to perform duties of the office held by Executive as reasonably directed by an executive to whom Executive directly or indirectly reports or by Employer, (iii) gross negligence or willful misconduct with respect to Employer, the Parent or any of their respective Subsidiaries or any of their customers, vendors or employees, (iv) conduct which could reasonably be expected to bring Employer, the Parent or any of their respective Subsidiaries into substantial public disgrace or disrepute, (v) any breach by Executive of Section 2 or Section 3 of this Agreement and/or (vi) a failure to observe policies or standards regarding employment practices (including, without limitation, nondiscrimination and sexual harassment policies) as approved by Employer from time to time.

 

Disability ” means the disability of Executive caused by any physical or mental injury, illness or incapacity as a result of which Executive is, or is reasonably expected to be, unable to effectively perform the essential functions of Executive’s duties for a continuous period of more than 120 days or for 180 days (whether or not continuous) within a 365 day period, as determined by the Board in good faith.

 

Parent ” means Cision Ltd., a Cayman Islands public company, or in the event that Employer is no longer a Subsidiary of Cision Ltd., the Employer’s direct parent company.

 

Partnership ” means Canyon Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership.

 

Person ” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof.

 

Restricted Period ” means the Employment Period plus either (i) the Severance Period, if Executive’s employment is terminated without Cause pursuant to clause 1(c)(ii) above, after giving effect to extension of the Severance Period in accordance with Section 3(c) , or (ii) the 12-month period immediately following the Employment Period if Executive’s employment is terminated under any other circumstances.

 

Separation ” means Executive ceasing to be employed by Employer and its Subsidiaries for any reason.

 

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Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. For purposes hereof, references to a “ Subsidiary ” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “ Subsidiary ” refers to a Subsidiary of the Partnership.

 

5.           Notices . All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when (i) delivered personally to the recipient, (ii) sent to the recipient by reputable express courier service (charges prepaid), (iii) mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, or (iv) telecopied to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m. Chicago, Illinois time on a business day, and otherwise on the next business day. Such notices, demands and other communications shall be sent to the parties at the addresses indicated below:

 

If to the Parent or Employer :

 

  Cision US, Inc.
  130 East Randolph St. 7th Floor
  Chicago, IL 60601
  Facsimile: (301) 459-2827
  Email: jack.pearlstein@cision.com
  Attention: Jack Pearlstein
     
  with a copy to :
   
  Kirkland & Ellis LLP
  300 North LaSalle
  Chicago, IL 60654
  Facsimile: (312) 862-2200
  Attention: Stephen L. Ritchie, P.C.
    Mark A. Fennell, P.C.

 

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If to Executive :

 

  Dr. Rainer Mathes

 

or such other address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the sending party.

 

6.             General Provisions .

 

(a)            Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

 

(b)            Complete Agreement . This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way, provided , that any other confidentiality non-competition, or non-solicitation obligations of Executive with the Parent, Employer, or their respective Affiliates shall not be so superseded or preempted.

 

(c)            No Strict Construction; Descriptive Headings; Interpretation . The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a section of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation. Any reference in this Agreement to the “judgment” or “discretion” of a party shall mean the sole judgment or discretion of such party.

 

(d)            Counterparts . This Agreement may be executed in separate counterparts (including by means of facsimile), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

 

(e)            Successors and Assigns . Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Executive, Employer, and their respective successors and assigns; provided that the rights and obligations of Executive under this Agreement shall not be assigned or delegated.

 

(f)             Choice of Law . The laws of the State of Delaware will govern all questions concerning the relative rights of the Employer and Executive and all other questions concerning the construction, validity and interpretation of this Agreement and the exhibits hereto, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

 

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(g)           Jurisdiction; Venue; Service of Process . Each party hereto agrees that it may bring any action between the parties hereto arising out of or related to this Agreement in the Court of Chancery of the State of Delaware (the “ Court of Chancery ”) or, to the extent the Court of Chancery does not have subject matter jurisdiction, the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts (the “ Delaware Federal Court ”) or, to the extent neither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, the Superior Court of the State of Delaware (collectively, the “ Chosen Courts ”), and, solely with respect to any such action (i) irrevocably submits to the non-exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action shall be effective if notice is given in accordance with Section 5 .

 

(h)           MUTUAL WAIVER OF JURY TRIAL . BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES HERETO WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES HERETO DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.

 

(i)           Executive’s Cooperation . During the Employment Period and thereafter, Executive shall cooperate with Employer and its Subsidiaries and Affiliates in any disputes with third parties, internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by Employer (including, without limitation, Executive being available to Employer upon reasonable notice for interviews and factual investigations, appearing at Employer’s reasonable request to give testimony without requiring service of a subpoena or other legal process, volunteering to Employer all pertinent information and turning over to Employer all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). In the event Employer requires Executive’s cooperation in accordance with this paragraph after the Employment Period, Employer shall reimburse Executive for reasonable travel expenses (including lodging and meals, upon submission of receipts).

 

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(j)            Remedies . Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement prevents the Executive from filing any administrative charge or participating in any administrative investigation or proceeding with respect to which the right to file or participate cannot be waived under applicable law.

 

(k)           Amendment and Waiver . The provisions of this Agreement may be amended and waived only with the prior written consent of Employer, the Parent, and Executive.

 

(l)             Insurance . Employer, at its discretion, may apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered available. Executive agrees to cooperate in any medical or other examination, supply any information, and to execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance. Executive hereby represents that Executive has no reason to believe that Executive’s life is not insurable at rates now prevailing for healthy individuals of Executive’s age.

 

(m)          Business Days . If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or holiday in the state in which Employer’s chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday.

 

(n)           Indemnification and Reimbursement of Payments on Behalf of Executive . Employer, the Parent and their respective Subsidiaries shall be entitled to deduct or withhold from any amounts owing from Employer, the Parent or any of their respective Subsidiaries to Executive (including withholding shares or other equity securities in the case of issuances of equity by Employer, the Parent or any of their respective Subsidiaries) any federal, state, local or foreign withholding taxes, excise taxes, or employment taxes (“ Taxes ”) imposed with respect to Executive’s compensation or other payments from Employer, the Parent or any of their respective Subsidiaries, including, without limitation, wages, bonuses, distributions, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity. In the event any such deductions or withholdings are not made, Executive shall indemnify the Employer, the Parent and each of their respective Subsidiaries for any amounts paid with respect to any such Taxes.

 

(o)           Termination . This Agreement (except for the provisions of Sections 1(a) , 1(b) and 1(c)) shall survive a Separation and shall remain in full force and effect after such Separation.

 

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(p)           Electronic Delivery . This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a photographic, photostatic, facsimile, portable document format (.pdf), or similar reproduction of such signed writing using a facsimile machine or electronic mail shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

 

(q)           No Third-Party Beneficiaries . Except as expressly provided herein, no term or provision of this Agreement is intended to be, or shall be, for the benefit of any Person not a party hereto, and no such other Person shall have any right or cause of action hereunder.

 

(r)            Representations . Executive represents and warrants to Employer that (i) this Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject, and (ii) Executive is neither party to, nor bound by, any other employment agreement, consulting agreement, noncompete agreement, non-solicitation agreement or confidentiality agreement or any other agreement which could impair or interfere with Executive’s obligations hereunder.

 

*  *  *  *  *

 

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IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date first above written.

 

  CISION US, INC.

 

  By: /s/ Jack Pearlstein
  Name: Jack Pearlstein
  Its: Chief Financial Officer

 

  EXECUTIVE

 

  /s/ Dr. Rainer Mathes
  Dr. Rainer Mathes

 

 

 

Exhibit 10.26

 

  GESCHÄFTSFÜHRER-
DIENSTVERTRAG
  MANAGING DIRECTOR
SERVICE CONTRACT
       
  zwischen der   Between
       
 

Cision Germany GmbH, eingetragen im Handelsregister des Amtsgerichts Frankfurt am Main unter der HRB-Nummer 87462, mit Sitz und Anschrift in Hanauer Landstrasse 287 60314, Frankfurt, vertreten durch die alleinige Gesellschafterin Canyon UK Investments, Ltd.

 

- die " Gesellschaft " -

 

Cision Germany GmbH, registered in the commercial register of the local court of Frankfurt am Main under HRB 87462 and having its registered office at Hanauer Landstrasse 287 60314, Frankfurt, represented by its sole shareholder Canyon UK Investments, Ltd.

 

- the " Company " -

       
  und   And
       
 

Herrn Dr. Rainer Mathes, Maler-Müller-Str. 10, 55545 Bad Kreuznach, Deutschland

 

- der " Geschäftsführer " -

 

Dr. Rainer Mathes, Maler-Müller-Str. 10, 55545 Bad Kreuznach, Germany

 

- the " Managing Director " -

       
  Präambel   Preamble
       
  Herr Dr. Mathes wird mit Wirkung zum 23 January 2018 zum Geschäftsführer der Gesellschaft bestellt.   Dr. Mathes will be appointed as managing director of the Company with effect as of 23 January 2018.
       
  Mit diesem Geschäftsführer-Dienstvertrag (nachfolgend „Dienstvertrag“) sollen die Rechtsverhältnisse zwischen der Gesellschaft und dem Geschäftsführer – unter Aufhebung und Ersetzung sämtlicher bisheriger (auch mündlicher) Anstellungsverträge – mit Wirkung ab dem 23 January 2018 geregelt werden.   This Managing Director Service Contract (hereinafter “Service Contract”) shall with effect as of 23 January 2018 provide the legal basis in respect of the service relationship between the Managing Director and the Company – replacing any existing (including unwritten) employment or service agreements between them.

 

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  Gegenstand dieses Dienstvertrags ist allein die Tätigkeit des Geschäftsführers im Hinblick auf die Gesellschaft und die verbundenen Gesellschaften in Deutschland. Die Tätigkeit als Präsident der „CISION Global Insights Division” in den USA wird durch einen separaten Vertrag mit der US-amerikanischen Muttergesellschaft geregelt.   The subject of this Service Contract is the Managing Director’s activity in respect of the Company and its Affiliated Companies in Germany. The activity as president of “CISION Global Insights Division” in the US is governed by a separate agreement with the US parent company.
       
1. AUFGABEN UND PFLICHTEN / VERTRETUNGSMACHT 1. TASKS AND DUTIES / POWER OF REPRESENTATION
       
1.1. Der Geschäftsführer vertritt die Gesellschaft – sofern nicht nur ein Geschäftsführer bestellt ist – gesamtvertretungsberechtigt gerichtlich und außergerichtlich mit einem anderen Geschäftsführer oder einem Prokuristen und ist mit der verantwortlichen Leitung ihres gesamten Geschäftsbetriebes betraut. Darüber hinaus ist er CEO des Cision Global Insights Business in Deutschland. 1.1. The Managing Director shall – provided more than one managing director has been appointed – represent the Company in and out of court with joint representative authority together with another managing director or an authorised signatory ( Prokurist ) and is responsible for the management of his entire business operation. Furthermore, the Managing Director shall be the CEO of the Cision Global Insights Business in Germany.  
       
1.2. Die Gesellschaft ist jederzeit berechtigt, dem Geschäftsführer weitere und/oder andere Aufgaben in Bezug auf die Gesellschaft zuzuweisen. Diese weiteren oder anderen Aufgaben sind mit dem Festgehalt gemäß Ziffer 3.1. vollständig abgegolten. 1.2. The Company is entitled to assign to the Managing Director any additional and/or different tasks in relation to the Company. Such additional or other tasks are fully compensated with the fixed annual salary pursuant to Clause 3.1.
       
1.3. Der Geschäftsführer ist verpflichtet, die weiteren Geschäftsführer fortlaufend über wichtige, über den Umfang gewöhnlicher Geschäfte hinausgehende Angelegenheiten zu unterrichten und gemeinsame Entscheidungen herbeizuführen. 1.3. The Managing Director is obliged to regularly inform the other managing directors about important matters outside the ordinary course of business and to reach common decisions.

 

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1.4. Der Geschäftsführer hat die Geschäfte mit der Sorgfalt eines ordentlichen Geschäftsmanns zu führen und die ihm nach Gesetz, Gesellschaftsvertrag, Geschäftsordnung der Geschäftsführung sowie diesem Dienstvertrag obliegenden Pflichten gewissenhaft zu erfüllen. Des Weiteren wird er die Weisungen des Gesellschafters oder eines Beirats, sofern ein solcher gebildet wird, stets befolgen. Er wird außerdem bestehende Zustimmungsvorbehalte stets beachten. 1.4. The Managing Director shall manage the affairs of the Company with the diligence of a prudent businessman and shall diligently fulfil his obligations under the laws, the articles of association, the rules of procedure of the management and this Service Contract. Furthermore, the Managing Director shall at all times comply with the instructions of the shareholder or an advisory board, if established. He shall, furthermore, comply at all times with existing consent requirements.
       
1.5. Die Gesellschaft ist jederzeit berechtigt, weitere Geschäftsführer zu ernennen und die Vertretungsbefugnis des Geschäftsführers zu ändern. 1.5. The Company may appoint further managing directors and may change the responsibilities and rules of representation of the Managing Director at any time.
       
1.6. Der Geschäftsführer wird auf Wunsch der Gesellschaft auch Ämter und Aufgaben, z. B. als Geschäftsführer, Aufsichtsratsmitglied, o.ä. in Unternehmen übernehmen, die mit der Gesellschaft im Sinne von § 15 AktG verbunden sind (" Verbundene Unternehmen "). Auf Wunsch der Gesellschaft wird der Geschäftsführer auch Tätigkeiten in Verbänden oder Ehrenämter übernehmen. Soweit nicht ausdrücklich etwas anderes vereinbart wird, entstehen durch die Übernahme solcher Aufgaben oder Tätigkeiten keine weiteren Anstellungsverhältnisse und keine gesonderten Vergütungsansprüche. Sollte der Geschäftsführer für die Wahrnehmung solcher Ämter oder Aufgaben eine gesonderte Vergütung erhalten, wird diese auf die Vergütung nach diesem Geschäftsführeranstellungsvertrag angerechnet. Auf solche Tätigkeiten findet Ziffer 2.2. keine Anwendung. 1.6. At the request of the Company, the Managing Director shall assume offices and tasks, e.g. as Managing Director, supervisory board member as well as similar offices in companies affiliated with the Company in the sense of Sec. 15 of the German Stock Companies Act (" Affiliated Companies "). At the request of the Company, the Managing Director shall also take up activities in associations or honorary positions. Unless otherwise expressly agreed, no other employment relationships or individual remuneration claims shall arise from the assumption of such offices or tasks. If the Managing Director receives a remuneration for the assumption of such offices or tasks, this remuneration will be set off against the remuneration pursuant to this Managing Director’s Services Agreement. Clause 2.2. shall not apply to such offices or tasks.  

 

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1.7. Arbeitsort ist Mainz, Deutschland. Die Tätigkeit ist mit Reisen verbunden. 1.7. The place of work shall be Mainz, Germany. The Managing Director will have to travel frequently.
       
2. ARBEITSZEIT UND NEBENTÄTIG-KEITEN 2. WORKING TIME AND SIDE AC-TIVITIES
       
2.1. Der Geschäftsführer wird – unter Berücksichtigung der Tätigkeit als Präsident der „CISION Global Insights Division” – seine volle Arbeitskraft sowie sein ganzes Wissen und Können der Gesellschaft bzw. den Verbundenen Unternehmen widmen. Der Geschäftsführer ist in der Gestaltung seiner Arbeitszeit unter Beachtung der betrieblichen Belange frei. 2.1. Taking his tasks and activities as president of “CISION Global Insights Division” into account, the Managing Director shall dedicate to the Company and to the Affiliated Companies his full working capacity as well as all of his knowledge and skills. The Managing Director is free to allocate his working time, taking operational needs of the Company into account.
       
2.2. Für jede anderweitige entgeltliche oder unentgeltliche Tätigkeit einschließlich Ehrenämter, Aufsichtsrats-, Beirats- oder ähnliche Mandate ist die vorherige schriftliche Zustimmung der Gesellschafterin oder eines von der Gesellschafterin benannten Vertreters einzuholen. Die Gesellschafterin wird die Zustimmung erteilen, wenn nach ihrer Einschätzung die Interessen der Gesellschaft oder Verbundener Unternehmen durch die Nebentätigkeit nicht beeinträchtigt werden. Die Zustimmung kann zur Sicherung der Interessen der Gesellschaft oder Verbundener Unternehmen mit zeitlichen und/oder inhaltlichen Beschränkungen versehen werden. Eine einmal erteilte Zustimmung ist jederzeit unter Beachtung angemessener Fristen widerruflich, sofern nach Einschätzung der Gesellschafterin die Interessen der Gesellschaft oder Verbundener Unternehmen durch die Nebentätigkeit beeinträchtigt werden können. 2.2. The assumption of any side activity, whether or not against payment, including honorary appointments, offices in supervisory or advisory bodies or similar mandates shall require the prior written approval of the Company’s shareholder or a representative designated by the shareholder. The shareholder will grant such approval if, according to its own assessment, the interests of the Company or Affiliated Companies are not affected by the side activity. The approval can be made subject to limitations as regards time and/or content to safeguard the interests of the Company or Affiliated Companies. A granted approval can be revoked at any time by observing an adequate notification period, if, according to the shareholder's own assessment, the Company's or Affiliated Company's interests can be negatively affected by the side activity.

 

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3. GEHALT 3. SALARY
       
3.1. Der Geschäftsführer erhält ein jährliches Festgehalt in Höhe von EUR 157.500,00 brutto, das in zwölf gleichen Teilbeträgen am Ende eines jeden Kalendermonats gezahlt wird. Das jährliche Festgehalt wird bei unterjährigem Ein- oder Austritt pro rata temporis gezahlt. 3.1. The Managing Director shall receive a fixed annual salary of EUR 157,500.00 gross, payable in twelve equal instalments at the end of each calendar month. The fixed annual salary will be paid pro rata temporis for periods amounting to less than a year.
       
3.2. Sämtliche Leistungen des Geschäftsführers für die Gesellschaft und Verbundene Unternehmen, sämtliche Überstunden sowie Samstags-, Sonn- und Feiertagsarbeit sind mit dem Festgehalt nach Ziffer 3.1. abgegolten. 3.2. All services of the Managing Director for the Company and Affiliated Companies, any overtime work and work on Saturdays, Sundays and holidays are compensated by the fixed salary pursuant to Clause 3.1.
       
4. KRANKHEIT 4. ILLNESS
       
  Bei einer vorübergehenden Arbeitsunfähigkeit wird das Festgehalt gemäß Ziffer 3.1. für einen Zeitraum von bis zu sechs Wochen entsprechend der gesetzlichen Regelungen des Entgeltfortzahlungsgesetzes (EFZG) gewährt, längstens bis zum Ende des Dienstvertrags.   In the event that the Managing Director is temporarily unable to work, he will continue to receive his fixed salary pursuant to Clause 3.1. for a period of up to six weeks corresponding to statutory rules (German Entgeltfortzahlungsgesetz , EFZG), but not beyond the end of this Service Contract.

 

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5. AUSLAGEN 5. EXPENSES
       
  Reisekosten, Spesen und sonstige im Interesse der Gesellschaft getätigte angemessene Auslagen werden dem Geschäftsführer nach Aufwand gegen Vorlage steuerlich anerkennungsfähiger Belege auf der Basis der jeweils geltenden betrieblichen Regelungen erstattet.   The Company will, on the basis of the applicable internal guidelines as amended from time to time, reimburse the Managing Director for any travel expenses and other reasonable expenditures which were spent in the interest of the Company. This will be subject to the provision of receipts suitable for submission for tax purposes.
       
6. DIENSTWAGEN 6. COMPANY CAR
       
6.1. Die Gesellschaft stellt dem Geschäftsführer zur Erfüllung seiner Aufgaben einen angemessenen Dienstwagen zur Verfügung, dessen Leasingrate plus Versicherungen den Betrag von monatlich EUR 2.400 brutto nicht übersteigt. Der Geschäftsführer ist berechtigt, den Dienstwagen auch privat zu nutzen. Die auf die private Nutzung entfallenden Steuern trägt der Geschäftsführer. 6.1. The Company shall provide the Managing Director with an adequate company car for the fulfilment of his tasks. and the lease cost plus insurance shall not exceed EUR 2,400 gross per month. The Managing Director is entitled to also use the company car for private purposes. The Managing Director will bear any taxes resulting from the private use of the company car.
       
6.2. Bei Beendigung des Dienstvertrags oder bei Freistellung des Geschäftsführers von seiner Arbeitspflicht ist der Geschäftsführer verpflichtet, den Dienstwagen unverzüglich an die Gesellschaft zurückzugeben. Ein Anspruch auf Entschädigung für die entfallende Privatnutzung besteht nicht. Ein Zurückbehaltungsrecht des Geschäftsführers an dem Dienstwagen besteht ebenfalls nicht. 6.2. Upon termination of the Service Contract or upon the Managing Director’s release from his work duties, the Managing Director is obligated to immediately return the company car to the Company. A claim to compensation for the ceasing private use does not exist. The Managing Director shall have no right of retention as regards the company car.

 

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7. URLAUB 7. VACATION
       
7.1. Der Geschäftsführer hat Anspruch auf bezahlten Jahresurlaub von 32 Arbeitstagen. Dauer und Zeitpunkt sind jeweils unter Vorrang der geschäftlichen Belange der Gesellschaft in Abstimmung mit den jeweils ernannten weiteren Geschäftsführern und der Gesellschafterin der Gesellschaft festzulegen. 7.1. The Managing Director will be entitled to 32 days paid annual leave per year. The duration and the time of the vacation shall be determined in agreement with the other managing directors and the Company's shareholder, whereby the business interests of the Company take priority.
       
7.2. Der jährliche Anspruch auf Erholungsurlaub bleibt dem Geschäftsführer bis zum 31. März des Folgejahres erhalten, sofern der Geschäftsführer den Erholungsurlaub aus geschäftlichen Gründen während des Kalenderjahres nicht nehmen kann. Danach verfällt der Urlaubsanspruch aus dem jeweiligen Vorjahr ersatzlos. Eine Urlaubsabgeltung erfolgt nicht. 7.2. If the Managing Director was unable to take his vacation days during the calendar year due to business reasons, unused vacation days will be carried over until 31 March of the following calendar year. Any vacation days from the previous calendar year not taken by this date shall forfeit without compensation.
       
8. GEHEIMHALTUNG 8. CONFIDENTIALITY
       
8.1. Der Geschäftsführer hat über alle Betriebs- und Geschäftsgeheimnisse der Gesellschaft sowie Verbundenen Unternehmen sowohl gegenüber Dritten wie auch gegenüber nicht berechtigten Arbeitnehmern der Gesellschaft strengstes Stillschweigen zu bewahren. Betriebs- und Geschäftsgeheimnisse sind alle geschäftlichen, betrieblichen, organisatorischen und technischen Kenntnisse, Vorgänge und Informationen, die nur einem beschränkten Personenkreis zugänglich und die nicht als offenkundig anzusehen sind. 8.1. The Managing Director undertakes to treat as strictly confidential vis-à-vis third parties and employees of the Company who are not entitled to such knowledge all business and trade secrets of the Company or Affiliated Companies. As business and trade secrets shall be deemed all business, operational, organisational and technical knowledge, processes and information that have been entrusted to the Managing Director or to which he has gained access which cannot be regarded as being common knowledge and which are only accessible to a limited group of people.

 

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8.2. Gleiches gilt für betriebliche Angelegenheiten vertraulicher Natur, die als solche von der Gesellschaft oder Dritten schriftlich gekennzeichnet oder mündlich bezeichnet bzw. offensichtlich als solche zu erkennen sind. Der Begriff der betrieblichen Angelegenheiten vertraulicher Natur beinhaltet insbesondere Handelsinformationen, Know-how, interne Prozesse, die Identität und Anforderungen von Kunden, sowie Informationen, die die Gesellschaft von Dritten unter Verpflichtung zur Vertraulichkeit erlangt hat, des weiteren Strategie- und Finanzplanungen, Finanzdaten, Preisberechnungen, Verkaufs- und Marketingpläne und zugehörige Informationen, jeweils soweit diese nicht bereits Betriebs- oder Geschäftsgeheimnisse darstellen. 8.2. The same shall apply to any business affairs of a confidential nature that have been identified by the Company or third parties as such in writing or orally or that are clearly discernible as being confidential. The term business affairs of a confidential nature in particular includes trade information, know-how, internal procedures, the identity and requirements of customers as well as information received by the Company from third parties under a duty of secrecy, furthermore strategic and financial planning, financial data, pricing calculations, sales and marketing plans and related information, in each case to the extent that these do not already constitute trade or business secrets.
       
8.3. Von den in den vorstehenden Ziffern 8.1. und 8.2. genannten Verpflichtungen ausgenommen sind lediglich solche Informationen, deren Weitergabe an Dritte zur ordnungsgemäßen Erfüllung der dem Geschäftsführer übertragenen Aufgaben oder zur Erfüllung einer gesetzlichen Pflicht erforderlich oder ihm seitens der Gesellschaft zuvor schriftlich (Textform) gestattet worden ist. Dem Geschäftsführer ist es untersagt, solche Geschäfts- und Handelsgeheimnisse zu seinen Gunsten oder zum Gunsten Dritter zu nutzen. Ist der Geschäftsführer verpflichtet, gegenüber Dritten Geschäfts-/Betriebsgeheimnisse oder betriebliche Angelegenheiten vertraulicher Natur offenzulegen, so wird er dies zuvor der Gesellschaft anzeigen, damit diese eventuell notwendigen Maßnahmen (Stellung eines Rechtsbeistands, Mitteilungen gegenüber Gerichten/Behörden zur Vertraulichkeit etc.) einleiten kann. 8.3. The only exceptions to Clause 8.1. and 8.2. shall be information that needs to be passed on to third parties for the proper completion of the tasks assigned to the Managing Director or to fulfill a statutory obligation or where the Company has given its written confirmation (in text form) that he may disclose. The Managing Director may also not use such business and trade secrets to his own benefit or to the benefit of a third party. In case of any obligation of the Managing Director to disclose trade or business secrets or business affairs of a confidential nature, the Managing Director undertakes to inform the Company of this obligation in advance, so the Company may implement any required measures (e.g. assignment of legal counsel, information of third parties on the confidentiality etc.).

 

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8.4. Soweit die in den Ziffern 8.1. bis 8.3. genannten Verpflichtungen Betriebs- und Geschäftsgeheimnisse im Sinne des UWG betreffen, gelten diese Verpflichtungen auch nach dem Ende des Dienstverhältnisses weiter, bis diese Betriebs- und Geschäftsgeheimnisse offenkundig werden. Im Übrigen gelten die in Ziffer 8.1. bis Ziffer 8.3. genannten Verpflichtungen für eine Dauer von fünf Jahren auch nach dem Ende des Dienstverhältnisses, soweit der Geschäftsführer unter Berücksichtigung der berechtigten Interessen der Gesellschaft nicht unangemessen in seinem beruflichen Fortkommen eingeschränkt oder ganz daran gehindert ist. 8.4. To the extent the obligations stated in the Clauses 8.1. to 8.3. concern business and company secrets within the meaning of the German Unfair Trade Practices Act ( UWG ), these obligations shall continue to apply beyond the end of the service relationship until these business and company secrets become common knowledge. Furthermore, the obligations under the Clauses 8.1. to 8.3. shall continue to apply for a duration of five years after the end of the service relationship if the Managing Director is not partly or completely restricted in his professional advancement in consideration of the legitimate interests of the Company.
       
8.5. Der Geschäftsführer wird darauf hingewiesen, dass er bei Verletzung der vorgenannten Pflichten mit einer Kündigung des Dienstverhältnisses bzw. mit Schadensersatz- und/oder Unterlassungsansprüchen der Gesellschaft oder Dritten rechnen muss. Der Verrat bzw. die unberechtigte Verwertung von Betriebs- und/oder Geschäftsgeheimnissen sind gemäß §§ 17, 18 UWG strafbar. 8.5. The Managing Director is hereby informed that any breach of the aforementioned duties may lead to a termination of the service relationship and/or to damage and injunctive claims of the Company or third parties. Any breach or unlawful use of trade and business secrets constitutes a criminal offence under section 17, 18 of the German Unfair Trade Practices Act ( UWG ).

 

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8.6. Öffentliche Erklärungen, die der Geschäftsführer während oder nach Beendigung dieses Dienstvertrages abgeben will und die die Interessen der Gesellschaft oder Verbundener Unternehmen berühren, bedürfen der vorherigen schriftlichen Zustimmung der Gesellschafterin oder eines von der Gesellschafterin benannten Vertreters. Dies gilt sowohl für den Inhalt der Erklärung als auch für deren Form. 8.6. Public announcements which the Managing Director wishes to make during or after the end of this Service Contract and which affect the interests of the Company of Affiliated Companies require the prior written approval of the Company’s shareholder or a representative designated by the shareholder. This applies both with respect to the content of the announcement and its form.
       
9. ERFINDUNGEN UND SONSTIGE ARBEITSERGEBNISSE 9. INVENTIONS AND OTHER WORK RESULTS
       
9.1. Der Geschäftsführer ist verpflichtet, technische Verbesserungsvorschläge und Diensterfindungen (§§ 2-4 Arbeitnehmererfindungsgesetz), welche er allein oder in Zusammenwirken mit anderen gemacht hat, der Gesellschaft unverzüglich, spätestens aber innerhalb von zehn Arbeitstagen, unter Angabe der technischen Aufgabe, der Lösung und des Zustandekommens der Erfindung zu melden. Der Meldung sind vorhandene Aufzeichnungen beizufügen. 9.1. The Managing Director shall, without undue delay, at the latest within ten working days, notify the Company in writing of any proposals for technical improvements and of service inventions (Sections 2 to 4 of the German Employer Inventions Act - Arbeitnehmererfindungsgesetz )., he may have made, be it alone or in cooperation with others, stating the technical task, the solution and the way in which the invention arose. Eventual notes shall be attached to the notification.

 

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9.2. Der Geschäftsführer überträgt bereits jetzt der Gesellschaft unentgeltlich sämtliche Rechte an diesen technischen Verbesserungsvorschlägen und Erfindungen, einschließlich des Rechts, weltweit entsprechende Patente und/oder Gebrauchsmuster in eigenem Namen anzumelden. Der Geschäftsführer verpflichtet sich, die Gesellschaft auf Aufforderung bei der Anmeldung von entsprechenden Patenten und/oder Gebrauchsmustern zu unterstützen. 9.2. The Managing Director transfers to the Company free of charge any and all rights pertaining to these technical improvements and service inventions, including the worldwide right to register corresponding patents and/or utility models in his own name. The Managing Director shall support the Company upon request in any such registrations of patents and/or utility models.
       
9.3. Der Geschäftsführer hat jegliche Handlungen zu unterlassen, welche der Erlangung eines Schutzrechts durch die Gesellschaft entgegenstehen können. 9.3. The Managing Director shall refrain from any action detrimental to the obtainment of an intellectual property right by the Company.
       
9.4. Für alle nach dem Urheberrecht schutzfähigen Arbeitsergebnisse, die der Geschäftsführer während der Dauer dieses Dienstvertrags mit Bezug zu ihren Aufgaben innerhalb und außerhalb der Arbeitszeit erstellt, überträgt er der Gesellschaft das ausschließliche, zeitlich, räumlich und inhaltlich unbeschränkte Nutzungs- und Verwertungsrecht für alle Nutzungsarten. 9.4. To all work results that can be protected under copyright law which the Managing Director achieves on and off-time during the term of this Service Contract and which are related to the duties under this Service Contract, the Managing Director transfers to the Company the exclusive, unrestricted (with regard to time and content; as well as applying worldwide) right of use and exploitation in all exploitation methods and manners of use.
       
9.5. Der Geschäftsführer verzichtet auf sonstige ihm als Urheber zustehenden Rechte an den Arbeitsergebnissen, insbesondere auf das Recht auf Namensnennung, auf Bearbeitung und auf Veröffentlichung, mit Ausnahme der Rückrufsrechte. Das Rückrufsrecht wegen Nichtbenutzung wird er jedoch für fünf Jahre nicht ausüben. Die Gesellschaft ist zur Nutzung und Verwertung der übertragenen Rechte nicht verpflichtet. 9.5. The Managing Director waives any right he may have as to the work results in his capacity as creator, especially the right of being named, the right to adapt and to publish the work, but not including the right to call back. However, he will not exercise his right to call back due to lack of exploitation within five years. The Company is not obliged to make use of or to exploit the rights assigned.

 

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9.6. Der Geschäftsführer versichert, dass er über die übertragenen Rechte nicht bereits anderweitig verfügt hat und nicht verfügen wird. Die Einräumung von Rechten nach Ziffer 9.2. und 9.4. und der Verzicht auf Rechte gemäß Ziffer 9.5. sind mit der Vergütung nach Ziffer 3.1. abgegolten. 9.6. The Managing Director guarantees that he has not assigned the rights to any other third party and that he will not do so in the future. The remuneration according to Clause 3.1. shall cover the assignment of rights pursuant to Clause 9.2. and 9.4. and the waiver of rights pursuant to clause 9.5.
       
10. DATENSCHUTZ 10. DATA PROTECTION
       
10.1. Der Geschäftsführer willigt ein, dass seine personenbezogenen Daten unter Beachtung der gesetzlichen Vorschriften und im Rahmen der Zweckbestimmung des Dienstverhältnisses zur Personalplanung und -verwaltung gespeichert und verarbeitet werden können. 10.1. The Managing Director agrees to his personal information being stored and processed for human resources planning and administration in accordance with the statutory provisions and the purposes of the service relationship.
       
10.2. Zur Wahrung des Datengeheimnisses nach § 5 Bundesdatenschutzgesetz unterzeichnet der Geschäftsführer eine gesonderte Erklärung. Diese Verpflichtung auf das Datengeheimnis gilt auch nach Beendigung des Dienstverhältnisses fort. 10.2. The Managing Director will sign a separate declaration to maintain data confidentiality as provided in section 5 of the Federal Data Protection Act ( Bundesdatenschutzgesetz ). This confidentiality obligation will remain in effect after termination of the service relationship.
       
11. LAUFZEIT / KÜNDIGUNG / ABBERRUFUNG 11. CONTRACT TERM / NOTICE / REMOVAL

 

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11.1. Dieser Dienstvertrag beginnt am 23 January 2018 und wird auf unbestimmte Zeit geschlossen. 11.1. This Service Contract shall be effective as of 23 January 2018 and is concluded for an indefinite period of time.
       
11.2. Beide Parteien können diesen Vertrag mit einer Frist von sechs (6) Monaten zum Monatsende kündigen.   The contract may be terminated by either party giving six (6) months notice with effect to the end of a calendar month.
       
11.3. Das beiderseitige Recht zur Kündigung dieses Dienstvertrages aus wichtigem Grund bleibt unberührt. Als wichtiger Grund gilt insbesondere ein Verstoß des Geschäftsführers gegen ihm auferlegte Beschränkungen der Geschäftsführungsbefugnis/Zustimmungsvorbe-halte, gegen das Wettbewerbs- oder das Abwerbeverbot oder die Nichtbeachtung von Weisungen der Gesellschafterin seitens des Geschäftsführers. 11.3. The right of either party to terminate this Service Contract for important reasons (cause) remains unaffected. In particular, an important reason shall be deemed to exist if the Managing Director is in breach with the limitations of his management authority/consent requirements, the prohibition of competition or of enticement or if the Managing Director does not comply with instructions of the shareholder.
       
11.4. Die Bestellung zum Geschäftsführer kann durch Beschluss der Gesellschafter jederzeit widerrufen werden (Abberufung). 11.4. The appointment as Managing Director may be revoked at any time by means of a resolution taken by the shareholders (removal).
       
11.5. Jede Kündigung bedarf der Schrift- oder Textform nach den Regelungen des Bürgerlichen Gesetzbuchs (BGB). 11.5. Any notice of termination must be given in writing or in text form according to the German Civil Code.
       
12. FREISTELLUNG 12 . RELEASE FROM WORK
       
12.1 Nach einer Abberufung oder Amtsniederlegung durch den Geschäftsführer oder im Falle einer sonstigen Beendigung des Amts als Geschäftsführer ist die Gesellschaft berechtigt, den Geschäftsführer jederzeit unter Fortzahlung des Festgehalts gemäß Ziffer 3.1. bis zur rechtlichen Beendigung des Dienstverhältnisses widerruflich oder unwiderruflich von der Pflicht zur Arbeitsleistung freizustellen. 12.1. In case of a revocation of the Managing Director's appointment, of a resignation from office by the Managing Director himself or of any ending of the Managing Director's office, the Company is entitled to revocably or irrevocably release the Managing Director from his further activities for the Company during the remaining term of this Service Contract. In case of release, the Managing Director shall be entitled to continued remuneration pursuant to Clause 3.1. of this Service Contract.

 

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12.2. Das vertragliche Wettbewerbsverbot wird durch eine Freistellung nicht berührt. Jedweder anderweitiger Erwerb, der unter Verletzung des vertraglichen Wettbewerbsverbots erzielt wird, ist auf die vertragliche Vergütung anzurechnen. Dies gilt – abweichend von vorstehender Ziffer 12.2. – unabhängig von etwaigen Urlaubsansprüchen. Die Geltendmachung von Schadensersatzansprüchen durch die Gesellschaft wegen der Verletzung des vertraglichen Wettbewerbsverbots bleibt unberührt. 12.2. The contractual prohibition of competition shall continue to apply during the release from the duty to work. Any income earned by the Managing Director through a violation of the contractual prohibition of competition shall be credited against the contractual remuneration. This shall – deviating from Clause 12.2. – apply irrespective of any vacation claims. The Company’s right to claim damages based on the violation of the contractual prohibition of competition shall remain unaffected.
       
13. EIGENTUM, RÜCKGABE VON GEGENSTÄNDEN UND UNTERLAGEN, LÖSCHUNG VON KOPIEN 13. OWNERSHIP, RETURN OF ITEMS AND DOCUMENTS, DELETING COPIES
       
13.1. Alle dem Geschäftsführer zur Verfügung gestellten Gegenstände sowie alle die Gesellschaft berührenden Unterlagen und Daten der Gesellschaft, unabhängig davon, wer diese erstellt hat und in welcher Form oder auf welchen Datenträgern, verbleiben im Eigentum der Gesellschaft. Der Geschäftsführer verpflichtet sich, geschäftliche Unterlagen und Daten aller Art, einschließlich der sich auf dienstliche Angelegenheiten und Tätigkeiten beziehenden persönlichen Aufzeichnungen, sorgfältig aufzubewahren und vor dem Zugriff unbefugter Dritter zu schützen. 13.1. All objects and all documents affecting the Company and all data belonging to the Company, irrespective of who has created them and in which design or on which data medium, made available to the Managing Director shall remain property of the Company. The Managing Director undertakes to carefully store and to safeguard against unauthorized access by third parties any business documents and data, including his personal notes on business matters or tasks.

 

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13.2. Auf Verlangen der Gesellschaft und spätestens bei Beendigung dieses Dienstvertrages oder im Falle einer durch die Gesellschaft erfolgten Freistellung des Geschäftsführers hat dieser unverzüglich sämtliche Gegenstände, Unterlagen und Daten der Gesellschaft einschließlich etwaiger Abschriften oder Kopien, welche sich in seinem Besitz befinden, vollständig an die Gesellschaft herauszugeben und elektronisch gespeicherte Kopien hiervon zu löschen. Gleiches gilt für Gegenstände, Unterlagen und Daten, die der Geschäftsführer im Rahmen seiner Tätigkeit selbst erstellt oder von Dritten erhalten hat. 13.2. Upon the Company's request and, at the latest, upon the termination of this Service Contract or the Managing Director's release from work, the Managing Director shall return to the Company without undue delay any and all items, documents and data in his possession belonging to the Company, including reproductions and copies, and delete any electronic copies thereof. The same applies to objects, documents and data created by the Managing Director or received from third parties in the course of his employment.
       
13.3. Über die Vollständigkeit der Herausgabe derartiger Gegenstände, Unterlagen und Daten sowie das Löschen der Kopien hat der Geschäftsführer der Gesellschaft auf Verlangen eine schriftliche Erklärung abzugeben. 13.3. Upon request by the Company, the Managing Director must provide the Company with a written statement confirming that all such items, documents and data have been returned and any electronic copies have been deleted.
       
13.4. Die Geltendmachung von Gegenansprüchen oder eines Zurückbehaltungsrechts durch den Geschäftsführer ist ausgeschlossen. 13.4. Any right of the Managing Director to assert counterclaims or exercise rights of retention is hereby excluded.
       
14. VERTRAGLICHES WETTBEWERBSVERBOT 14. CONTRACTUAL PROHIBITION OF COMPETITION

 

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14.1. Dem Geschäftsführer ist es untersagt, während der Dauer des Dienstverhältnisses in selbständiger, unselbständiger oder sonstiger Weise (z.B. als Mitarbeiter, Selbständiger, Berater oder Geschäftsführer) für ein Unternehmen tätig zu werden, welches mit der Gesellschaft oder einem Verbundenen Unternehmen in direktem oder indirektem Wettbewerb steht. In gleicher Weise ist es dem Geschäftsführer untersagt, während der Dauer dieses Dienstvertrages ein solches Wettbewerbsunternehmen, unmittelbar oder mittelbar, zu errichten, zu erwerben oder sich hieran finanziell zu beteiligen. Letzteres gilt nicht für Beteiligungen in Höhe von weniger als zwei Prozent des gezeichneten Kapitals. 14.1. During the period of the service relationship, the Managing Director shall not become active, be it on a self-employed or dependent basis or otherwise (e.g. as an employee, on a self-employed basis, as an advisor or managing director), for an enterprise that is, directly or indirectly, in competition with the Company or any of its Affiliated Companies. Likewise, the Managing Director is prohibited from, directly or indirectly, establishing, acquiring or participating financially in such a competing enterprise. The prohibition to participate financially does not apply if the participation amounts to less than 2% of the nominal capital.
       
14.2. Im Falle des Verstoßes gegen das Wettbewerbsverbot in Ziffer 14.1. ist der Geschäftsführer zur Herausgabe des durch den Verstoß erzielten Erlöses an die Gesellschaft verpflichtet. Die Gesellschaft ist berechtigt, Unterlassung des Verstoßes gegen das Wettbewerbsverbot zu verlangen und/oder eine Kündigung aus wichtigem Grund auszusprechen. 14.2. In the event that the Managing Director does not comply with the prohibition of competition pursuant to Clause 14.1. he is obliged to pay to the Company any revenues resulting from the breach of the prohibition of competition. The Company is entitled to demand compliance with the prohibition of competition and/or to serve notice of termination for cause.
       
15. NACHVERTRAGLICHES WETTBEWERBSVERBOT 15. POST-CONTRACTUAL PROHIBITION OF COMPETITION
       
15.1. Für die Dauer von 12 Monaten nach dem rechtlichen Ende des Dienstverhältnisses verpflichtet sich der Geschäftsführer, nicht in selbständiger, unselbständiger oder sonstiger Weise (z.B. als Mitarbeiter, Selbständiger, Berater oder Geschäftsführer) für ein anderes Unternehmen tätig zu werden, welches mit der Gesellschaft oder Verbundenen Unternehmen in direktem oder indirektem Wettbewerb steht. In gleicher Weise ist dem Geschäftsführer untersagt, ein solches Wettbewerbsunternehmen, unmittelbar oder mittelbar, zu errichten, zu erwerben oder sich hieran finanziell zu beteiligen. Letzteres gilt nicht für Beteiligungen in Höhe von weniger als fünf Prozent des gezeichneten Kapitals. Das nachvertragliche Wettbewerbsverbot bezieht sich räumlich auf Tätigkeiten in der Bundesrepublik Deutschland. 15.1. For a period of 12 months after the service relationship has legally ended, the Managing Director shall not be active for an enterprise that directly or indirectly competes with the Company or any of its Affiliated Companies, be it on a self-employed or dependent basis or otherwise (e.g. as an employee, on an self-employed basis, as an advisor or managing director). Likewise, the Managing Director is prohibited from, directly or indirectly, establishing, acquiring or participating financially in such a competing enterprise. The prohibition to participate financially does not apply if the participation amounts to less than 5% of the nominal capital. This post-contractual prohibition of competition is geographically restricted to activities carried out in the Federal Republic of Germany.

 

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15.2. “Wettbewerb” im Sinne dieser Ziffer 15 wird definiert durch den Geschäftsbetrieb der Gesellschaft und der Verbundenen Unternehmen zum Zeitpunkt des Ausscheidens des Geschäftsführers und in den zwei Jahren davor insoweit, als der Geschäftsführer zu Angelegenheiten dieses Geschäftsbetriebs Zugang hatte oder mit der Wahrnehmung der Interessen der Gesellschaft oder Verbundener Unternehmen in diesem Geschäftsbetrieb betraut war. 15.2. “Competition“ within the meaning of this Clause 15. shall be defined by the business of the Company or any of its Affiliated Companies at the time of the Managing Director leaving the Company and in the two years preceding his leaving the Company, insofar as the Managing Director was privy to matters concerning the business operations or was entrusted with safeguarding the interests of the Company or Affiliated Companies as regards its business operations.
       
15.3. Für die Dauer des nachvertraglichen Wettbewerbsverbots verpflichtet sich die Gesellschaft, dem Geschäftsführer monatlich 50 % des von ihm zuletzt bezogenen monatlichen Festgehalts zu zahlen. Während der Verbotsdauer ist der Geschäftsführer verpflichtet, der Gesellschaft zum Abschluss jedes Kalendervierteljahres die Höhe seiner anderweitigen Einkünfte (nach Abzug von Betriebs- und Werbungskosten) nachzuweisen. Wenn und solange der Geschäftsführer dieser Verpflichtung nicht nachkommt, entfällt der Anspruch auf die Karenzentschädigung. 15.3. For the term of the post-contractual prohibition of competition, the Company undertakes to pay the Managing Director on a monthly basis a compensation in the amount of 50% of his last monthly fixed salary. For the duration of the prohibition, the Managing Director shall proof to the Company the total amount of his other income (after deduction of operating costs and income-related expenses). If, and as long as the Managing Director does not meet this obligation, he shall not be entitled to compensation.

 

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15.4. Auf die Entschädigung gemäß Ziffer 17.5. sind entsprechend § 74 c HGB diejenigen Einkünfte anzurechnen, die der Geschäftsführer während der Dauer des nachvertraglichen Wettbewerbsverbotes aus selbständiger, unselbständiger oder sonstiger Erwerbstätigkeit erzielt oder zu erzielen unterlässt. Zu den anzurechnenden Einkünften zählt auch ein ggf. vom Geschäftsführer bezogenes Arbeitslosengeld. 15.4. During the term of the post-contractual prohibition of competition, other income shall be credited against the compensation under Clause 15.3. according to Sec. 74c German Commercial Code ( Handelsgesetzbuch ). This shall apply to any income resulting from any gainful employment be it on a self-employed or dependent basis or other activities or any income that he maliciously fails to acquire. In addition, any unemeployment benefits shall be credited as well.
       
15.5. Die Gesellschaft kann jederzeit vor dem rechtlichen Ende des Dienstverhältnisses, durch schriftliche Erklärung auf das nachvertragliche Wettbewerbsverbot verzichten. In diesem Fall wird die Gesellschaft mit Ablauf von sechs Monaten seit der Verzichtserklärung von ihrer Verpflichtung zur Zahlung einer Karenz-entschädigung nach Ziffer 15.3. frei. 15.5. The Company may, at any time prior to the legal end of the service relationship, waive the post-contractual prohibition of competition by way of a written declaration. In such case, the Company shall be released from its obligation to make a compensation payment as per Clause 15.3. upon the expiry of six months from issuing such waiver.

 

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15.6. Im Falle einer außerordentlichen Kündigung des Dienstvertrages steht dem Kündigungsberechtigten das Recht zu, innerhalb eines Monats nach Zugang der außerordentlichen Kündigung aus wichtigem Grund gegenüber dem anderen Teil schriftlich zu erklären, dass er sich an das nachvertragliche Wettbewerbsverbot nicht mehr gebunden fühlt. In diesem Fall wird die Gesellschaft von der Verpflichtung zur Zahlung der Karenzentschädigung nach Ziffer 15.3. frei. 15.6. In the case of a summary termination for good cause, the party terminating the Service Contract for good cause may, within one month of receipt of the notice for good cause serve a written statement to the other party, declaring that the post-contractual prohibition of competition shall no longer be binding. If such a declaration is issued, the Company shall be released from its obligation to make a compensation payment as per Clause 15.3.
       
15.7. Im Übrigen gelten die Vorschriften der §§ 74 ff. HGB entsprechend, insbesondere § 74a HGB (geltungserhaltende Reduktion). 15.7. In all other cases, the provisions of Sec. 74 et seq. of the German Commercial Code shall apply mutatis mutandis , in particular Sec. 74a German Commercial Code (partial retention).
       
15.8. Wird dieser Dienstvertrag wegen Eintritt in den Ruhestand, wegen Berufsunfähigkeit oder nach Erreichen des gesetzlichen Renteneintrittsalters beendet, tritt das nachvertragliche Wettbewerbsverbot nicht in Kraft. 15.8. The post-contractual prohibition of competition shall not apply in the case of a termination of the service relationship due to retirement, occupational incapacity or after the Managing Director reaches the statutory pension age.
       
15.9.

Für jede Handlung, durch die der Geschäftsführer das nachvertragliche Wettbewerbsverbot schuldhaft verletzt, hat der Geschäftsführer der Gesellschaft eine Vertragsstrafe in Höhe von 1/12-tel des zuletzt bezogenen festen Jahresgehalts zu zahlen. Zugleich entfällt für den Monat, in dem die Zuwiderhandlung erfolgt ist, eine etwaige Pflicht der Gesellschaft zur Zahlung der Karenzentschädigung nach Ziffer 15.3.

15.9.

For each action resulting in the culpable breach of the post-contractual prohibition of competition, the Managing Director shall pay to the Company a contractual penalty in the amount of 1/12 of his fixed annual gross salary. At the same time the Company’s obligation to pay a compensation under Clause 15.3. lapses for the month the breach of the post-contractual prohibition of competition occurs.

 

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Für die Verwirkung der Vertragsstrafe gilt folgendes: Besteht der Verstoß in der Errichtung oder dem Erwerb eines Wettbewerbsunternehmens oder der Beteiligung an einem Wettbewerbsunternehmen oder in der Eingehung, Durchführung oder Unterstützung eines Dauerschuldverhältnisses (insbesondere eines Arbeits-, Dienst-, Berater- oder Vertreterverhältnisses), liegt ein Dauerverstoß vor. Bei einem Dauerverstoß wird die Vertragsstrafe, solange der Dauerverstoß rechtlich besteht, für jeden angefangenen Kalendermonat neu verwirkt. Handelt es sich um mehrere einzelne Verstöße, wird die Vertragsstrafe jeweils gesondert verwirkt, auch innerhalb eines Kalendermonats; soweit einzelne Verstöße jedoch im Rahmen eines Dauerverstoßes erfolgen, sind diese von der für den Dauerverstoß verwirkten Vertragsstrafe umfasst. Bei der Verwirkung mehrerer Vertragsstrafen in einem Kalendermonat ist der Gesamtbetrag der zu zahlenden Vertragsstrafen auf sechs Zwölftel des jährlichen Bruttofestgehalts beschränkt.

 

Die Geltendmachung eines über die Vertragsstrafe hinausgehenden Schadens durch die Gesellschaft bleibt unberührt. Dies gilt ebenfalls für die Geltendmachung sonstiger Ansprüche aufgrund der Verletzung des nachvertraglichen Wettbewerbsverbots.

 

For the forfeiture of the contractual penalty the following shall apply: if the breach consists of setting up, acquiring or holding an interest in a competing company or entering into, implementing or supporting a contract for the performance of a continuing obligation (e.g. an employment, service, consultancy or agency contract), an ongoing breach exists. In the case of an ongoing breach, the contractual penalty shall be forfeited anew for each full or partial month as long as the ongoing breach legally exists. If multiple individual breaches exist, the contractual penalty is forfeited separately, also within one calendar month; however, if individual breaches occur within the scope of an ongoing breach, they shall be covered by the contractual penalty owed for the ongoing breach. Where several contractual penalties are forfeited in one calendar month, the total amount of the contractual penalties to be paid shall be limited to 6/12 of the fixed annual gross salary.

 

The assertion of damages over and above the contractual penalty by the Company shall remain unaffected. The same shall apply to the assertion of any other claims arising from the breach of the post-contractual prohibition of competition.

 

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16. ABWERBEVERBOT 16. NON-SOLICITATION
       
  Der Geschäftsführer verpflichtet sich, während der Laufzeit des Dienstverhältnisses und für die Dauer des nachvertraglichen Wettbewerbsverbots weder direkt noch indirekt für sich oder für Dritte Angestellte der Gesellschaft oder Verbundener Unternehmen abzuwerben.   The Managing Director undertakes for the period of the service relationship and for the term of the post-contractual prohibition of competition, not to entice away or hire, either directly or indirectly, employees of the Company or Affiliated Companies for himself or for third parties.
       
17. WOHLVERHALTEN 17. GOOD CONDUCT
       
  Beide Seiten verpflichten sich, während der Dauer des Dienstverhältnisses und auch nach dessen Beendigung negative Behauptungen über die jeweils andere Seite zu unterlassen.   Both parties undertake to refrain from negative statements against each other during the period of the service relationship as well as after the termination of the service relationship.
       
18. AUSKUNFTSPFLICHT 18 . DUTY OF DISCLOSURE
       
  Der Geschäftsführer erklärt sich damit einverstanden, während einer etwaigen Freistellung und auch nach der Beendigung des Dienstverhältnisses Nachfragen der Gesellschaft im Zusammenhang mit seiner Tätigkeit nach bestem Wissen zu beantworten und die Gesellschaft im Rahmen des Zumutbaren auch in allen weiteren Angelegenheiten, die im Zusammenhang mit seiner Tätigkeit stehen, zu unterstützen (z.B. bei internen Ermittlungen oder Rechtsstreitigkeiten mit Dritten). Die Parteien sind sich darüber einig, dass hinsichtlich der Beantwortung entsprechender Anfragen und der sonstigen Unterstützung der Gesellschaft kein gesonderter Vergütungsanspruch besteht.   In the event of a release from the duty to work as well as after the termination of the service relationship, the Managing Director agrees to respond to requests of the Company with respect to his work to the best of his knowledge and to support the Company with reasonable efforts with respect to any other matters related to his work for the Company (e.g. internal investigations or legal disputes with third parties). The parties agree that the Managing Director is not entitled to any further remuneration with respect to any answers or support given by the Managing Director to the Company.

 

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19. ABSCHLIESSENDE VEREINBARUNG, SCHRIFTFORM, SALVATORISCHE KLAUSEL, ANWENDBARES RECHT 19. FINAL PROVISIONS, WRITTEN FORM, SALVATORY CLAUSE, APPLICABLE LAW
       
19.1. Dieser Dienstvertrag enthält sämtliche Vereinbarungen der Parteien hinsichtlich der Bestimmungen und Bedingungen des Dienstverhältnisses. Er ersetzt alle etwaigen früheren Vertragsverhältnisse, Vereinbarungen oder sonstige vertraglichen Abreden. (Mündliche) Nebenabreden sind nicht getroffen. 19.1. This Contract contains all agreements between the Parties regarding the terms and conditions of the service relationship. It replaces any previous contractual relationships, agreements or other contractual understandings. No (oral) side agreements have been made.
       
19.2. Änderungen oder Ergänzungen dieses Dienstvertrags bedürfen zu ihrer Rechtswirksamkeit der Schriftform und der Zustimmung der Gesellschafter, sofern sie nicht auf einer ausdrücklichen oder einer individuell ausgehandelten Abrede beruhen. Dies gilt ausdrücklich auch für die Änderung und Aufhebung dieser Schriftformklausel. 19.3. Unless resulting from an agreement expressly made or individually negotiated, any modifications of or additions to this Service Contract shall be made in writing to be valid. This shall also apply expressly to any change or termination of this written form clause.
       
19.3. Sollte eine Bestimmung dieses Dienstvertrages rechtsunwirksam sein oder werden, so wird die Geltung der übrigen Bestimmung dieses Dienstvertrages hierdurch nicht berührt. Die Parteien sind in einem solchen Fall verpflichtet, die rechtsunwirksamen Bestimmungen durch eine Regelung zu ersetzen, welche dem wirtschaftlich verfolgten Zweck der ungültigen Bestimmung am nächsten kommt. Das gleiche gilt im Fall einer Regelungslücke. 19.4. If any provision of this Service Contract is or becomes invalid, the other provisions of this Service Contract shall remain in full force and effect. In such case, the parties are obligated to agree on a provision, which comes closest to what was economically intended under such invalid provision. This shall also apply in the case of a gap.

 

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19.4. Dieser Dienstvertrag unterliegt dem Recht der Bundesrepublik Deutschland. Allein die deutsche Fassung ist maßgeblich. 19.5. This Service Contract shall be governed by the laws of the Federal Republic of Germany. Only the German version shall be binding.
       
  USA, 23 January 2018   23 January 2018
  (Ort/Place, Datum/Date)   (Ort/Place, Datum/Date)
       
  /s/ Jacob Pearlstein   /s/ Dr. Rainer Mathes
 

Jacob Pearlstein,

 

für / for Canyon UK Investments, Ltd als alleinige Gesellschafterin der / as the sole shareholder of Cision Germany GmbH

  Dr. Rainer Mathes

 

Seite  23 von 23

 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO

RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Kevin Akeroyd, certify that:

 

1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Cision Ltd.; and

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: April 5, 2019  
   
  /s/ Kevin Akeroyd
  Kevin Akeroyd
  Chief Executive Officer

 

 

 

Exhibit 31.2

 

CERTIFICATION PURSUANT TO

RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Jack Pearlstein, certify that:

 

1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Cision Ltd.; and

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: April 5, 2019  
   
  /s/ Jack Pearlstein
  Jack Pearlstein
  Chief Financial Officer