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):	August 17, 2022
Exact Name of Registrant as Specified in Its Charter:	CALAMP CORP.

Delaware	0-12182	95-3647070
State or Other Jurisdiction of	Commission	I.R.S. Employer
Incorporation or Organization	File Number	Identification No.

Address of Principal Executive Offices:	15635 Alton Parkway, Suite 250
	Irvine, CA 92618
Registrant's Telephone Number, Including Area Code:	(949) 600-5600
Former Name or Former Address, if Changed Since Last Report:	Not applicable

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14.a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 per share	CAMP	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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

On August 17, 2022, CalAmp Corp. (the “Company”) entered into a letter agreement with Kurt Binder, the Company’s Executive Vice President and Chief Financial Officer, pursuant to which Mr. Binder will be eligible to receive a $150,000 special cash performance bonus.  The bonus will be paid to Mr. Binder no later than May 31, 2023, subject to the satisfaction of certain Company performance conditions and his continued employment through, or termination of employment without “cause” or for “good reason” (each, as defined in his employment agreement) prior to, February 28, 2023.

The foregoing summary of the letter agreement is qualified in its entirety by the terms of the letter agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit	Description
10.1	Letter Agreement between the Company and Kurtis Binder, dated August 17, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

	CALAMP CORP.
August 23, 2022	By: /s/ Jeffrey R. Gardner
Date	Jeffrey R. Gardner
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-10.1

Exhibit 10.1

August 17, 2022

Dear Kurt:

Re:Special Performance Bonus

We are pleased to inform you that, in consideration of your services to CalAmp Corp. (the “Company”), the Company’s Board of Directors has determined that you are eligible to participate in a special performance bonus program, as further described in this letter (this “Letter”).  Capitalized but undefined terms contained in this Letter are defined in that certain Executive Employment Agreement by and between you and the Company, dated November 5, 2021, as amended from time to time (the “Employment Agreement”).

Special Performance Bonus.  Given your key role in the Company, we would like to reward you with a one-time, special cash bonus in an amount equal to $150,000 (the “Performance Bonus”).  The Performance Bonus will be paid to you on or within 15 days following the filing of the Company’s annual report on Form 10-K with respect to the fiscal year ending February 28, 2023, but no later than May 31, 2023.  Except as set forth in the following paragraph, payment of the Performance Bonus will be subject to your continued employment through February 28, 2023 and the satisfaction of the performance conditions set forth on Exhibit A attached hereto.  

If your employment is terminated prior to February 28, 2023 by the Company without Cause or by you for Good Reason (each, a “Qualifying Termination”), then the Company will pay the Performance Bonus to you within 30 days following your employment termination date; provided, that it shall be a condition to your right to receive the Performance Bonus in connection with a Qualifying Termination that you execute and deliver to the Company within 21 days (or 45 days, if required by applicable law) following your employment termination date, and do not revoke, a general release of claims in form and substance reasonably acceptable to the Company.

Taxes.  The Company may withhold from any amounts payable under this Letter such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

Incorporation by Reference.  Sections 6(d)(ii), 6(g), 10(b), 10(d), 10(e), 11 and 12 of the Employment Agreement are hereby incorporated herein by reference and shall apply, mutatis mutandis, to the provisions set forth herein.

Miscellaneous.  This Letter shall be governed by and construed in accordance with the laws of the State of California, without reference to principles of conflict of laws. The captions of this Letter are not part of the provisions hereof and shall have no force or effect.  This Letter may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.  This Letter, together with the Employment Agreement, constitutes the final, complete, and exclusive embodiment of the entire agreement and understanding between the parties related to the subject matter hereof, and supersedes and preempts any prior or contemporaneous understandings, agreements, or representations by or between the parties, written or oral.  

[Signature Page Follows]

August 22, 2022

IN WITNESS WHEREOF, the parties hereto have caused this Letter to be executed as of the date first written above.

CALAMP CORP.
a Delaware corporation
By:	/s/ Jeffery Gardner
Name:	Jeffery R. Gardner
Title:	President & CEO

The undersigned hereby accepts, acknowledges and agrees to all the

terms and provisions of this Letter:

/s/ Kurtis Binder

Kurtis Binder

2

XML

Document and Entity Information	Aug. 17, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 17, 2022
Entity Registrant Name	CALAMP CORP
Entity Central Index Key	0000730255
Entity Emerging Growth Company	false
Entity File Number	0-12182
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-3647070
Entity Address, Address Line One	15635 Alton Parkway
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	949
Local Phone Number	600-5600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 per share
Trading Symbol	CAMP
Security Exchange Name	NASDAQ