8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 3, 2015

Alteva, Inc.

(Exact name of registrant as specified in its charter)

New York	001-35724	14-1160510
(State or other jurisdiction of incorporation)	(Commission File Number	(IRS Employer Identification No.)

401 Market Street, First Floor
Philadelphia, Pennsylvania	19106
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code

(877) 258-3722

(Former name or former address if changed since last report,)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Retention Program and Award

On March 3, 2015, Alteva, Inc. (the “Company”) entered into key employee retention agreements substantially in the form of Exhibit 10.1 (each a “Retention Agreement”) with each of following executives:  (1) Mr. Brian J. Kelley, the Company’s Chief Executive Officer and principal executive officer, (2) Mr. Brian H. Callahan, the Company’s Executive Vice President, Chief Financial Officer, Corporate Secretary and Treasurer, (3) Mr. Mardoqueo Marquez, the Company’s Executive Vice President and Chief Technology Officer and (4) Mr. William K. Birnie, the Company’s Executive Vice President and Chief Marketing Officer (each, an “Officer”).  The Retention Agreements were approved by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) to address the retention of key senior management members in light of the anticipated proxy contest by an activist shareholder, the Company’s publicly-announced strategic review, the need for continuity in leadership of the Company and the additional demands that the foregoing are expected to place on key management.  The Retention Agreements cover the period beginning on March 3, 2015 and ending on June 15, 2015 (the “Retention Period). Under the Retention Agreements, each Officer will be entitled to receive a one-time cash retention payment (the “Retention Bonus”) equal to 25% of such Officer’s current base salary if he satisfies certain conditions, including continued employment through the Retention Period.  The Retention Agreements do not impact the at-will nature of each Officer’s employment with the Company.

The foregoing summary of the Retention Agreement with Messrs. Kelley, Callahan, Marquez and Birnie is qualified in its entirety by the Form of Retention Agreement filed herewith as Exhibit 10.1.

The Compensation Committee has adopted an updated form of Restricted Stock Award Agreement (the “Award Agreement”) under the Alteva 2008 Long-Term Incentive Plan (the “Plan”).  Pursuant to the Award Agreement, the restrictions on transfer set forth in Section 1(c) Award Agreement lapse and any shares of the Company’s common stock, par value $0.01 per share, represented by the Award Agreement vest immediately upon the occurrence of a Change in Control (as defined in the Plan) (regardless of whether or not the employee remains employed by the Company after the Change in Control); provided that employee is employed by the Company immediately prior to such Change in Control.  The Compensation Committee used the Award Agreement to document the grants made on February 19, 2015.

The foregoing summary of the Award Agreement is qualified in its entirety by the Form of the Award Agreement filed herewith as Exhibit 10.2.

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Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
10.1	Form of retention agreement between Alteva, Inc. and the executive named therein.
10.2	Form of Restricted Stock Award Agreement pursuant to the Alteva 2008 Long-Term Incentive Plan.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Alteva, Inc.
Date:	March 3, 2015	By:	/s/ Brian H. Callahan
			Brian H. Callahan
			Executive Vice President, Chief Financial Officer, Corporate Secretary and Treasurer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Form of retention agreement between Alteva, Inc. and the executive named therein.
10.2	Form of Restricted Stock Award Agreement pursuant to the Alteva 2008 Long-Term Incentive Plan.

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EX-10.1

Exhibit 10.1

[Date]

[Name]

[Street Address]

[City], [State]   [Zip Code]

Re:          Retention Bonus

Dear                                                 :

Alteva, Inc. (the “Company”) wants to ensure your continued services to the Company.  Therefore, we are pleased to inform you that you are eligible to receive a retention bonus, subject to the terms of this letter.

1.Retention Bonus.  You are eligible to receive a total retention bonus amount equal to 25% of your current base salary (the “Retention Bonus”) based on your continued service relationship with the Company.  If you are continuously employed by or in a service relationship with the Company from the date of this letter through June 15, 2015, then the Company will pay you the Retention Bonus on the first payroll ending after June 15, 2015.  The Retention Bonus payment will be reduced by all applicable tax withholdings.

2.Prerequisites to Payment.  The Company will pay you the Retention Bonus on the applicable payment date described in paragraph 1 above only if you are continuously employed by or providing services to the Company through June 15, 2015.  If your employment or service relationship with the Company terminates for any reason before the applicable payment date, then you will forfeit any and all right to payment of the unpaid Retention Bonus.

3.At-Will Employment.  Your employment with the Company remains at-will and may be terminated at any time with or without advance notice and with or without cause subject to the terms of your employment agreement, if any.

4.Choice of Law/Entire Agreement.  This letter agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its rules on choice of law.  This letter agreement represents the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral.

signature page follows

Please indicate your agreement to the terms and conditions of this letter agreement by signing the enclosed copy of this letter agreement under the acknowledgment below and returning it to Brian Callahan at the following address: 401 Market Street, Philadelphia, PA 19106.

Sincerely,

Alteva, Inc.

By:

Name:

Title:

ACKNOWLEDGMENT

I have read this letter agreement in its entirety and fully understand and agree to the terms and conditions for receiving the Retention Bonus.

Dated:

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EX-10.2

EXHIBIT 10.2

RESTRICTED STOCK AWARD AGREEMENT

(NEOs)

This Award Agreement (this “Agreement”) is made effective as of                                by and between Alteva, Inc., a New York corporation (the “Company”), and                          (the “Participant”).  This Agreement is made pursuant to the Alteva 2008 Long-Term Incentive Plan (the “Plan”).  The purpose of this Agreement is to establish a written agreement evidencing a Restricted Stock Award granted pursuant to the Plan.  All of the terms and conditions of the Plan are fully incorporated herein by reference.  Unless the context clearly indicates otherwise, defined terms used in this Agreement shall have the meanings given to such terms in the Plan.  The term “Shares” shall refer to shares of the common stock, par value $0.01 per share, of the Company.

Section 1.              Restricted Stock Award.

(a)           Grant of Restricted Stock Award.  The Company hereby grants to the Participant a Restricted Stock Award of                Shares under the terms and conditions of this Agreement and the Plan.

(b)           Lapse of Restrictions.  The restrictions on transfer set forth in Section 1(c) shall lapse and the Shares represented by this Agreement shall vest as follows:

(i)            one-third of the Shares subject to the Restricted Stock Award upon the date that is one year from the date of this Agreement if the Participant continues to be employed by the Company on such date;

(ii)           an additional one-third of the Shares subject to the Restricted Stock Award upon the date that is two years from the date of this Agreement if the Participant continues to be employed by the Company on such date; and

(iii)          the remaining one-third of the Shares subject to the Restricted Stock Award upon the date that is three years from the date of this Agreement if the Participant continues to be employed by the Company on such date.

In the event of the Participant’s death or the termination of the Participant’s employment or service to the Corporation or any Affiliate prior to the complete lapse of the restrictions on the Shares, the unvested portion of the Shares shall be forfeited as of the date of the Participant’s death or such termination.

Notwithstanding anything else in this Agreement or the Plan to the contrary, the restrictions on transfer set forth in Section 1(c) shall lapse and the Shares represented by this Agreement shall vest immediately prior to and contingent upon the occurrence of a Change in Control (as defined in the Plan) (regardless of whether or not the Participant remains employed by the Company after the Change in Control); provided that Participant is employed by the Company immediately prior to such Change in Control.

(c)           Restrictions on Transfer.  Until the restrictions on transfer of the Shares  lapse as provided in Section 1(b), or as otherwise provided in the Plan, no transfer of the Shares or any of the Participant’s rights with respect to the Shares, whether voluntary or involuntary, by operation of law or otherwise, shall be permitted. Unless the Committee determines otherwise, upon any attempt to transfer the Shares or any rights with respect to the Shares before the lapse of such restrictions, such Shares, and all of the rights related thereto, shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind.

Section 2.              Tax Withholding.  The Participant shall pay to the Company promptly upon request, and in any event at the time that the Participant recognizes taxable income in respect to the Restricted Stock Award, an amount equal to the taxes the Company determines it is required to withhold under applicable tax laws with respect to the Restricted Stock Award.  The payment of such withholding taxes  to the Company may be made by one of the following methods:  (i) in cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds); (ii) by the Company withholding such taxes from any other compensation owed to the Participant by the Company; or (iii) by the Participant directing the Company to retain the number of shares equivalent to the withholding amount.  Fractional Shares shall be settled in cash.

Section 3.              Issuance of Shares.  This Restricted Stock Award initially will be evidenced by book-entry registration only, without the issuance of a certificate representing such Shares.  The Company shall, provided that the conditions to the lapse of restrictions specified in Section 1(b) are satisfied, issue as promptly as practicable following each Vesting Period, a certificate or certificates representing the portion of the vested Shares for which a certificate or certificates have not been previously issued.

Section 4.              Miscellaneous.

(a)           Rights as a Shareholder.  Prior to the lapse of restrictions specified in Section 1(b), the Participant shall have all of the other rights of a shareholder with respect to the Shares so awarded, including, but not limited to, the right to receive such cash dividends, if any, as may be declared on such Shares from time to time and the right to vote (in person or by proxy) such Shares at any meeting of shareholders of the Company.

(b)           No Right to Continued Employment.  The Participant’s right, if any, to continue to serve the Company or any Affiliate as an Employee or otherwise will not be enlarged or otherwise affected by this Agreement.  This Agreement does not restrict the right of the Company or any Affiliate to terminate the Participant’s employment at any time.

(c)           Amendment.  The Company may alter, amend or terminate the Restricted Stock Award only with the Participant’s consent, except as otherwise expressly provided by the Plan or this Agreement.

(d)           Notices.  All notices and other communications required or permitted under this Agreement shall be written and shall be either delivered personally or sent by registered or certified first-class mail, postage prepaid and return receipt requested, or by telex or telecopier, addressed as follows:  (i) if to the Company, to the Company’s corporate office at Alteva, Attention: Corporate Secretary, 401 Market Street, Philadelphia, PA 19106; and (ii) if to the Participant or his or her successor, to the address last furnished by such person to the Company.  Each such notice and other communication delivered personally shall be deemed to

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have been given when delivered.  Each such notice and other communication delivered by mail shall be deemed to have been given when it is deposited in the United States mail in the manner specified herein, and each such notice and other communication delivered by telex or telecopier shall be deemed to have been given when it is so transmitted and the appropriate answer-back is received.  A party may change its address for the purpose hereof by giving notice in accordance with the provisions of this Section 4(d).

(e)           Interpretation.  This Agreement is subject to and controlled by the Plan.  Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.  This Agreement is the final, complete and exclusive expression of the understanding between the parties and supersedes any prior or contemporaneous agreement or representation, oral or written, between them.  Modification of this Agreement or waiver of a provision hereof must be written and signed by the party to be bound.  In the event that any provision of this Agreement shall be held to be illegal or unenforceable, such provision shall be severed from this Agreement and the entire Agreement shall not fail on account thereof, but shall otherwise remain in full force and effect.  As used herein, the masculine pronoun shall include the feminine and the neuter, as appropriate to the context.  Unless the context otherwise requires, references herein to a “Section” means a Section of this Agreement.  Section headings contained herein are for convenience only and shall not alter any of the parties’ respective rights or obligations hereunder.

(f)            Section 409A.  This Agreement and the grant of the Restricted Stock Award hereunder are intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations and other official guidance issued thereunder, and this Agreement and the Restricted Stock Award shall be administered and interpreted in a manner that is consistent with such intention.

(g)           Governing Law.  This Agreement, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of New York, without reference to principles of conflict of laws, and construed accordingly.

(h)           Counterpart Execution.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall be deemed one and the same instrument.  Facsimile signatures shall have the effect of actual signatures for purposes of this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed effective as of the date first set forth above.

ALTEVA, INC.

By:

Name:

Title:

Participant

Name:

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