A Dark Vector Cognition product

Item 9B. Other Information

2K characters. Original on sec.gov ·

Item 9B. Other Information

| --- | --- |

During the fourth quarter of 2017, the Audit Committee of our Board of Directors approved the engagement of PricewaterhouseCoopers LLP, our independent registered public accounting firm, to perform certain non-audit services related to certain tax matters. This disclosure is made pursuant to Section 10A(i)(2) of the Exchange Act.

Because we are filing this Annual Report on Form 10-K within four business days after the triggering event, we are making the following disclosure under this Item 9B instead of filing a Current Report on Form 8-K under Item 1.01, Entry into a Material Definitive Agreement and Item 5.02, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers:

On February 27, 2018, a subsidiary of the Company entered into an aircraft time sharing agreement with Bryan C. Hanson, President and Chief Executive Officer of the Company, with respect to Mr. Hanson’s non-business-related use of Company-provided aircraft. The agreement was entered into in furtherance of the terms of the offer letter between the Company and Mr. Hanson, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 21, 2017. The aircraft time sharing agreement requires Mr. Hanson to reimburse the Company for certain costs associated with designated use by him of Company-provided aircraft in accordance with Federal Aviation Administration regulations. This description of the aircraft time sharing agreement is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.40 to this report.

PART III

Previous: Item 9A. Controls and Procedures · Next: Item 10. Directors, Executive Officers and Corporate Governance