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): April 6, 2018 
____________________
 
SAFEGUARD SCIENTIFICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Pennsylvania
(State or Other Jurisdiction of Incorporation)
 
1-5620	23-1609753	
(Commission File Number)	(IRS Employer Identification No.)	
 
170 North Radnor-Chester Road, Suite 200, Radnor, PA 19087
(Address of Principal Executive Offices) (Zip Code)
 
(Registrant’s Telephone Number, Including Area Code) 610-293-0600
(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)	
	x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-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))	
 
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.	
 
Adoption of Long-Term Incentive Plan
 
On April 6, 2018, the Compensation Committee (the “Committee”) of the Board of Directors of Safeguard Scientifics, Inc. (the “Company”) approved, and the Board of Directors (the “Board”) of the Company adopted, the Safeguard Scientifics, Inc. Transaction Bonus Plan (the “LTIP”). The purpose of the LTIP is to promote the interests of the Company and its shareholders by providing an additional incentive to employees to maximize the value of the Company in connection with the execution of the business strategy that the Company adopted and announced in January 2018. As part of this strategy, the Company has ceased the deployment of capital into new partner company opportunities and is focused on reducing its operating costs and supporting its existing partner companies to maximize monetization opportunities.
 
Under the LTIP, participants may receive awards in connection with sales of the Company’s partner company assets (“Sale Transaction(s)”). At the Board’s sole discretion following a Sale Transaction, the Company may, but has no obligation to, provide a bonus pool under the LTIP in the amount of 0.5% or 1.0% of the transaction consideration (as defined in the LTIP and set forth below), based on a range of transaction consideration and subject to a minimum amount of transaction consideration. For purposes of the LTIP, “transaction consideration” means, in connection with a Sale Transaction (A) the gross value of all cash, securities and other property actually received by the Company, directly or indirectly, from an acquiror and the amount of all indebtedness of the Company assumed by the acquiror, directly or indirectly, in connection with the Sale Transaction, minus (B) the sum of (i) all payments reasonably estimated by the Board to be due from the Company as a result of the Sale Transaction and (ii) the amount of commissions, fees and expenses payable to the Company’s investment bankers and the amount of fees and expenses payable to the Company’s professional advisors in connection with the Sale Transaction.
 
All current officers and employees of the Company are eligible to participate in the LTIP, provided that they remain employed by the Company through at least July 31, 2018. The Board, in its sole discretion, will determine the participants to whom awards are granted under the LTIP, and the amounts of the awards relating to the bonus pool, if any.
 
In connection with the approval of the LTIP, the Committee also approved the Transaction Bonus Plan Form Award Letter (“Form LTIP Award Letter”), which is filed as Exhibit 99.1 hereto and is incorporated herein by reference. The LTIP is filed as Exhibit 99.2 hereto and incorporated herein by reference. The summaries of the Form LTIP Award Letter and the LTIP set forth above are not complete and are qualified in their entireties by, and should be read in conjunction with, the Form LTIP Award Letter and the LTIP.
 
Grant of Dividend Equivalents
 
The Committee also awarded, to all holders of performance unit and stock unit awards previously granted under the Company’s 2014 Equity Compensation Plan (the “Plan”), dividend equivalents relating to such awards. The Committee awarded such dividend equivalents, meaning amounts determined by multiplying (i) the number of shares of Company stock or stock units subject to an award under the Plan by (ii) the per-share extraordinary dividend or distribution paid by the Company on its stock as described in Section 5(c) of the Plan (“Dividend Equivalents”), to grantees to the extent the grantees held any of the following awards under the Plan: (1) stock units that have not yet been vested and distributed, and (2) performance units that have not yet been vested and distributed. The Dividend Equivalents are subject to the same vesting terms and other conditions of the existing awards and will be governed by the terms of the existing award and the Plan.

 

 
In connection with the grant of Dividend Equivalents, the Committee also approved the Form of Dividend Equivalent Grant Agreement (Employee) (“Employee Grant Agreement”), which is filed as Exhibit 99.3 hereto and is incorporated herein by reference. The summary of the grant of Dividend Equivalents set forth above is not complete and is qualified in its entirety by, and should be read in conjunction with, the Employee Grant Agreement.
 
Departure of Directors or Certain Officers; Appointment and Departure of Certain Officers; Compensatory Arrangements of Certain Officers
 
On April 6, 2018, the Company issued a press release announcing, among other things, that the Company promoted Brian J. Sisko, currently the Company’s Chief Operating Officer, Executive Vice President and Managing Director, to the position of President and Chief Executive Officer, effective as of July 1, 2018, to succeed Stephen T. Zarrilli. To ensure a smooth transition, Mr. Zarrilli will act as a special advisor to the Company through September 30, 2018 and then retire. Mr. Zarrilli will continue to serve on the Board until the Company’s 2018 Annual Meeting of Shareholders, but will not stand for re-election at that meeting.
 
In addition, the Company’s current Senior Vice President and Chief Financial Officer, Jeffrey B. McGroarty, will depart from the Company, effective June 30, 2018, and will receive severance benefits in accordance with the terms of his employment letter agreement with the Company, dated January 6, 2014 and filed with the Securities and Exchange Commission (the “SEC”) as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (the “2017 10-K”). David Kille, currently the Company’s Corporate Controller, will assume the role of Chief Financial Officer, effective June 1, 2018.
 
The press release issued by the Company on April 6, 2018 is attached as Exhibit 99.4 hereto and is incorporated by reference herein.
 
Letter Agreement with Mr. Sisko
 
On April 6, 2018, the Company entered into a letter agreement (the “Sisko Letter Agreement”) with Mr. Sisko, with a term through December 31, 2020 (the “Term”). Mr. Sisko will continue to receive his annual base salary at its current rate until July 1, 2018 (the “Effective Date”) (or his earlier separation from service, if applicable) for his services to the Company. Except to the extent of specified continued applicability, the Amended and Restated Employment Letter Agreement between the Company and Mr. Sisko, dated December 3, 2008 and amended on December 14, 2009 and December 28, 2012 and filed with the SEC as exhibits to the 2017 10-K, are superseded by the Sisko Letter Agreement.

 

 
On the Effective Date, Mr. Sisko’s minimum base salary will be $500,000. Mr. Sisko will continue to be eligible to participate in the Company’s welfare and benefit plans generally available to the Company’s executive employees.
 
Until the Effective Date, Mr. Sisko will continue to be eligible to receive a cash bonus at his current target payout under the Company’s Management Incentive Plan with respect to the Company’s 2018 fiscal year, which will be contingent on the attainment of the applicable performance metrics for that year. Following the Effective Date, Mr. Sisko will be eligible to receive a cash bonus at a minimum target payout of $600,000, pro-rated for 2018, and with a range of 0 – 150% of that target, which will be contingent on the attainment of applicable performance metrics.
 
The Sisko Letter Agreement provides that, if Mr. Sisko is terminated without “cause” (as defined in the Sisko Letter Agreement) or by Mr. Sisko for “good reason” (as defined in the Sisko Letter Agreement) prior to the end of the Term or following the Term (each a “Severance Termination”), then Mr. Sisko will receive the following: (1) if the Severance Termination occurs prior to the end of the Term, a single lump sum payment equal to the amount of salary and annual incentive (at target) under the Management Incentive Plan that he would have received for the balance of the Term, (2) a single lump payment equal to 1.5 times the annual salary then in effect (which will not be less than $500,000), (3) if the Severance Termination occurs following the Term, a pro-rated cash bonus under the Company’s Management Incentive Plan, depending on the Company’s performance, (4) a COBRA reimbursement for 12 months less such co-payment payable by Mr. Sisko under the terms of the Company’s medical insurance program as in effect on the date of the Severance Termination and (5) reimbursement for the cost of life insurance for 12 months as well as certain other welfare benefits ($5,000 maximum). If a Severance Termination occurs prior to the end of the Term, Mr. Sisko will also receive a single lump sum payment equal to the same reimbursements for the balance of the Term.
 
If the Severance Termination occurs prior to the end of the Term, Mr. Sisko will vest in all of his outstanding and unvested interests under the Company’s various long-term incentive plans which would have vested prior to the end of the Term, and his vested market-based stock options will remain outstanding and exercisable until the earlier of their stated expiration date or the one-year anniversary of Mr. Sisko’s termination of employment. The time-based stock options held by Mr. Sisko (or portion of such option) will continue vesting through the end of the Term and will remain outstanding and exercisable until the earlier of their stated expiration date or the end of the 36-month period following his termination of employment. However, in the event of a change of control (as defined in the Sisko Letter Agreement) prior to end of the Term and Mr. Sisko satisfying the conditions for separation benefits, then all unvested stock options will vest fully and remain exercisable for a 24-month period following the date of termination for market-based stock options, and for a 36-month period following the date of the termination for time-based stock options. In the event of a change of control prior to the end of the Term, then all of Mr. Sisko’s unvested restricted stock awards and deferred stock units, if any, will become fully vested.
 
Mr. Sisko’s equity award treatment and severance payments described above and in the Sisko Letter Agreement are conditioned upon his timely execution and irrevocability of a release of claims against the Company contained in the Sisko Letter Agreement. If the provision of severance, acceleration of benefits or any other amount or benefit under the Sisko Letter Agreement or otherwise would result in adverse tax consequences to the Company or Mr. Sisko under Section 280G or 4999 of the Code, the applicable provisions of the Sisko Letter Agreement will apply, which under some circumstances could result in a reduction of amounts payable or benefits provided to Mr. Sisko.

 

 
The summary description of the Sisko Letter Agreement contained in this Current Report on Form 8-K is not complete and is qualified in its entirety by, and should be read in conjunction with, the complete text of the Sisko Letter Agreement, which is filed as Exhibit 99.5 hereto and is incorporated herein by reference.
 
Employment Letter Agreement with Mr. Kille
 
On April 6, 2018, the Company and Mr. Kille entered into an amendment agreement (the “Kille Amendment Agreement”) to the offer letter, dated September 1, 2015, between the Company and Mr. Kille (the “Kille Offer Letter” and, as amended by the Kille Amendment Agreement, the “Kille Employment Agreement”). The Kille Employment Agreement has a term through May 31, 2019 (the “Term”). Under the terms of the Kille Employment Agreement, Mr. Kille will continue to receive his annual base salary at its current rate until June 1, 2018 (or his earlier separation from service, if applicable) for his services to the Company. Except to the extent of specified continued applicability, the Kille Employment Agreement, which is filed as Exhibit 99.6 hereto, supersedes the Kille Offer Letter.
 
On the Effective Date, Mr. Kille’s minimum base salary will be $250,000. Mr. Kille will continue to be eligible to participate in the Company’s welfare and benefit plans generally available to the Company’s executive employees.
 
As of the Effective Date, Mr. Kille will be eligible to receive a cash bonus under the Company’s Management Incentive Plan at a minimum target payout of $125,000, pro-rated for 2018, contingent on the attainment of applicable performance metrics.
 
The Kille Letter Agreement provides that, if Mr. Kille is terminated without “cause” (as defined in the Kille Letter Agreement), Mr. Kille will be paid a lump sum in an amount equivalent to (i) the amount of the final annual salary and annual incentive (at target) which would have been paid to him for the balance of the Term, if any, plus (ii) one year (the “Severance Period”) of his final base salary, less applicable tax deductions and withholdings. In addition, Mr. Kille will continue vesting through the end of the Term and during the Severance Period in all equity awards granted to Mr. Kille. Vested stock options held by Mr. Kille will remain exercisable until the end of the 90-day period following the Severance Period (unless any of the options would by their terms expire sooner, in which case Mr. Kille may exercise such options at any time before their expiration).
 
If the termination that qualifies Mr. Kille for severance benefits occurs prior to the end of the Term or on or after the end of the Term, he will be eligible to receive a payment in respect of his current year’s bonus equal to the product of (i) his annual target bonus, multiplied by (ii) the Company’s percentage achievement of its annual Management Incentive Plan objectives as such percentage achievement shall be determined by the Compensation Committee, in its discretion, as of the end of the calendar quarter closest to Mr. Kille’s date of termination, multiplied by (iii) a fraction, the numerator of which is the number of days in Safeguard’s fiscal year elapsed at the time of the termination and the denominator of which is 365. Payment under this provision will be made within 60 days after the end of the quarter in which the determination referred to in clause (ii) above is made.

 

 
Mr. Kille’s medical and dental insurance and other health and welfare plan benefits will terminate on the last day of the month in which his employment terminates. He will receive a lump sum payment for his COBRA premiums for his health insurance (less any premium allocation that he is then paying) and dental through the end of the Severance Period.
 
The summary description of the Kille Amendment Agreement contained in this Current Report on Form 8-K is not complete and is qualified in its entirety by, and should be read in conjunction with, the complete text of the Kille Amendment Agreement, which is filed as Exhibit 99.7 hereto and is incorporated herein by reference.
 
Letter Agreement with Mr. Zarrilli
 
On April 6, 2018, the Company entered into a letter agreement (the “Zarrilli Letter Agreement”) with Mr. Zarrilli. Pursuant to the Zarrilli Letter Agreement, effective as of July 1, 2018 (the “Transition Date”), Mr. Zarrilli will step down as President and CEO and serve in the position of special advisor to the Company from the Transition Date to September 30, 2018 (the “Retirement Date”) in order to facilitate the transition of his current responsibilities to Mr. Sisko. Mr. Zarrilli will continue to receive his annual base salary at its current rate from the Transition Date through the Retirement Date (or his earlier separation from service, if applicable) for his continued services to the Company. Except to the extent of specified continued applicability, the Agreement between the Company and Mr. Zarrilli, dated May 28, 2008 and amended on December 9, 2008 and December 28, 2012 and filed with the SEC as exhibits to the 2017 10-K (the “Zarrilli Employment Agreement”), was superseded upon effectiveness of the Zarrilli Letter Agreement.
 
From the Transition Date through the Retirement Date (or his earlier separation from service, if applicable), the Company will provide Mr. Zarrilli all employee benefits due to him under the terms of the Company’s welfare and retirement benefit plans in which he currently participates. Mr. Zarrilli will be eligible to receive a pro-rated cash bonus under the Company’s Management Incentive Plan with respect to the Company’s 2018 fiscal year, which will be contingent on the attainment of the applicable performance metrics for that year, provided that the Company’s percentage achievement will not be less than 50% for purposes of calculating Mr. Zarrilli’s bonus. Mr. Zarrilli will not be eligible for any award or payment under the Management Incentive Plan with respect to the Company’s 2019 fiscal year. The Company has also agreed to provide Mr. Zarrilli with office space and administrative support during the period in which he will serve as special advisor (administrative support through December 31, 2018) and, subject to the approval of the CEO, to reimburse him for all reasonable business expenses incurred in connection with his service under the Zarrilli Letter Agreement.
 
The Zarrilli Letter Agreement provides that, generally contingent upon Mr. Zarrilli’s remaining in the service of the Company through the Retirement Date, market-based stock options held by Mr. Zarrilli will continue vesting until March 15, 2019 and those that are vested and exercisable will remain outstanding and exercisable until the earlier of their stated expiration date or the one-year anniversary of Mr. Zarrilli’s Retirement Date. Consistent with the terms of those options, time-based stock options held by Mr. Zarrilli (or any portion of such option) that are not vested and exercisable as of the Transition Date will continue vesting through March 15, 2019, and remain outstanding and exercisable until the earlier of their stated expiration date or the end of the 36-month period following the Retirement Date. However, in the event of a change of control (as defined in the Zarrilli Letter Agreement) prior to the Retirement Date, if Mr. Zarrilli is separated from service of the Company, then all unvested options will become fully vested and all such options will remain exercisable for a 24-month period following the date of termination for market-based stock options, and a 36-month period following the date of the termination for time-based stock options, subject to earlier exercise.

 

 
All rights Mr. Zarrilli may have to restricted stock of the Company or restricted stock units payable in Company stock under any plans or arrangements of the Company will be determined under the provisions of such plans and arrangements. However, Mr. Zarrilli will receive credit toward the vesting of any such awards through March 15, 2019 and, in the event of a change of control, if Mr. Zarrilli is separated from service of the Company prior to the Retirement Date, then all unvested restricted stock awards and deferred stock units, if any, will become fully vested.
 
The Zarrilli Letter Agreement also provides that if Mr. Zarrilli fully performs his obligations under the Zarrilli Letter Agreement through the Retirement Date, or is separated without cause prior to that date, he will be entitled to (i) a monthly cash payment equal to $145,000 which will be paid on the 15th day of each month from October 15, 2018 through March 15, 2019, and (ii) reimbursement of the cost of twelve months of COBRA continuation coverage if he continues to pay the monthly premiums of such coverage and reimbursement for the cost of life and dental insurance for 12 months, as well as outplacement ($20,000 maximum) (such payments, collectively, the “Severance Amount”). Other than the Severance Amount, Mr. Zarrilli is not entitled to receive from the Company any other severance pay or benefits or any retiree termination welfare benefits (other than health care continuation coverage that he may be entitled to elect pursuant to section 4980B of the Code). If a change in control occurs (as defined in the Zarrilli Letter Agreement) and Mr. Zarrilli is terminated without “cause” prior to the Retirement Date, in lieu of the monthly payments set forth above, he will receive a cash lump sum payment in the amount of $870,000.
 
Mr. Zarrilli’s compensation, benefits, equity award treatment and Severance Amount described above and in the Zarrilli Letter Agreement are conditioned upon his timely execution and irrevocability of a release of claims against the Company contained in the Zarrilli Letter Agreement and another such release on, or shortly after, the Retirement Date. If the provision of severance, acceleration of benefits or any other amount or benefit under the Zarrilli Letter Agreement or otherwise would result in adverse tax consequences to the Company or Mr. Zarrilli under Section 280G or 4999 of the Code, the applicable provisions of the Zarrilli Employment Agreement will apply, which under some circumstances could result in reduction of amounts payable or benefits provided to Mr. Zarrilli.
 
The summary description of the Zarrilli Letter Agreement contained in this Current Report on Form 8-K is not complete and is qualified in its entirety by, and should be read in conjunction with, the complete text of the Zarrilli Letter Agreement, which is filed as Exhibit 99.8 hereto and is incorporated herein by reference.

 

 
***************
 
Important Additional Information And Where To Find It
 
The Company intends to file a proxy statement and accompanying WHITE proxy card with the SEC in connection with the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the Company’s 2018 Annual Meeting of Shareholders. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain the Proxy Statement, any amendments or supplements to the Proxy Statement, the accompanying WHITE proxy card, and other documents filed by the Company with the SEC free of charge at the SEC’s website at www.sec.gov. Copies will also be available free of charge at the Investor Relations section of the Company’s corporate website at www.safeguard.com, by writing to the Company’s Corporate Secretary at Safeguard Scientifics, Inc. 170 North Radnor-Chester Road, Suite 200, Radnor, PA 19087, or by contacting the Company’s investor relations department at 610.975.4952.
 
Certain Participant Information
 
In accordance with Rule 14a-12(a)(1)(i) under the Securities Exchange Act of 1934, as amended, the following directors, executive officers and other employees of the Company are anticipated to be participants in the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the Company’s 2018 Annual Meeting of Shareholders and beneficially hold the amount of shares of the Company’s common stock, $0.10 par value per share, indicated adjacent to his or her name: (i) the Company’s directors: Julie A. Dobson (31,332 shares), Stephen Fisher (4,167 shares), George MacKenzie (26,250 shares), Maureen F. Morrison (0 shares), John J. Roberts (11,728 shares), Robert J. Rosenthal (19,156 shares) and Stephen T. Zarrilli (226,332 shares), and (ii) the Company’s executive officers and other employees: Jeffrey B. McGroarty (47,637 shares), John E. Shave III (37,022 shares) and Brian J. Sisko (138,655 shares). The business address for each person is c/o Safeguard Scientifics, Inc. 170 North Radnor-Chester Road, Suite 200, Radnor, PA 19087. Additional information regarding the Company’s director, officer and other employee participants in the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the Company’s 2018 Annual Meeting of Shareholders, and their direct or indirect interests, through security holdings or otherwise, will be set forth in the Company’s proxy statement for its 2018 Annual Meeting, including the schedules and appendices thereto.

 

 

	Item 8.01.	Other Events.	
 
For a description of the Company’s press release dated April 6, 2018, see Exhibit 99.4 attached hereto.  
 
Item 9.01.	 	Financial Statements and Exhibits.	
 
(d)          Exhibits.
 
See the Exhibit Index below, which is incorporated by reference herein.
 
EXHIBIT INDEX
 
	Exhibit No.	Description	
	 	 	
	99.1	LTIP Award Letter	
	99.2+	LTIP	
	99.3	Employee Grant Agreement	
	99.4	Press Release Issued by the Company on April 6, 2018	
	99.5	Sisko Letter Agreement	
	99.6	Kille Offer Letter	
	99.7	Kille Employment Agreement	
	99.8	Zarrilli Letter Agreement	

+Confidential treatment has been requested from the Securities and Exchange Commission with respect to portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

 

 
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.

 	 	SAFEGUARD SCIENTIFICS, INC.	 	 	
 	 	(Registrant)	 	 	
 	 	 	 	 	
Date: April 10, 2018    	By:	/s/ Brian J. Sisko	 	
 	 	Name: Brian J. Sisko	 	 	
 	 	Title: Chief Operating Officer, Executive Vice President and
Managing Director	 	

 

Exhibit 99.1
 
Transaction Bonus Plan Form Award Letter
[DATE]
 
Mr./Ms. ______________
INSERT ADDRESS
 
	Re:	Transaction Bonus Plan	
 
Dear ______________:
 
It is my pleasure to inform you that you are eligible to participate in the Safeguard Scientifics, Inc. Transaction Bonus Plan (the “Plan”). The purpose of the Plan is to provide you with an incentive to enhance stockholder value in connection with the Board’s strategic plan regarding asset sales (the “Strategic Plan”). As a valued member of the team, we want you to stay with the Company and support us as we implement the Strategic Plan and any transactions thereunder to benefit the Company and its shareholders. Any capitalized terms used but not defined herein will have the meanings set forth in the Plan. A copy of the Plan is enclosed for your reference.
 
The Plan details are set forth below:
 
General
 
You may be eligible to receive a payment under the Plan (the “Award”), as set forth below. Since the opportunity to participate in the Plan is being offered to a limited number of employees of the Company, you should treat your participation in the Plan, and any Award under it, with appropriate sensitivity and confidentiality. This Plan does not form any part of your contractual terms and conditions of employment and does not guarantee employment for any particular time or alter the nature of your employment with the Company.
 
Award Payments
 
At the discretion of the Board, you may receive a portion of the Bonus Pool under the Plan, subject to normal tax and payroll deductions. Please note that the Board may amend the Award at any time, and you have no right to receive the Award until you receive an actual payment.
 
The terms and conditions for the Award are as follows:
 
Unless the Board provides otherwise, if, prior to the closing of the Sale Transactions and until the payment date, you cease to remain in Continuous Service to the Company for any reason, you will no longer participate in the Plan, and no Award, partial or otherwise, will be made to you under the Plan. However, a period of approved absence or a change in role will not affect your eligibility for the Award.

 

 
To the extent that the Award becomes due hereunder, it will be paid within 60 days after the determination in a single lump sum.
 
Miscellaneous
 
This letter agreement describing the Plan, represents the entire agreement of the parties concerning your potential Award and the other matters covered herein. The Award is subject to all terms of the Plan. Neither party is relying upon any representation, understanding, undertaking, promise, commitment, communication or agreement, whether written or oral, not set forth in this letter agreement, and each party expressly disclaims any reliance on any of the foregoing.
 
Please note that the Award will not be considered part of your earnings for purposes of calculating any other current or future benefits under any compensation or benefit programs maintained or sponsored by the Company, including the 401(k) plan.
 
The Award is subject to applicable federal, state and local tax reporting and withholding requirements. This letter agreement shall be interpreted such that the Award made under the Plan complies with, or is exempt from, Section 409A of the Internal Revenue Code. To the extent that the Company determines that the Award constitutes deferred compensation (within the meaning of Section 409A), such payment or benefit shall be made at such times and in such forms as the Company determines are required to comply with Section 409A. However, nothing in this letter agreement shall be interpreted or construed to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other individual or entity, and the Company shall not pay any additional payment or benefit in the event that the Company changes the time or form of your payments or benefits in accordance with this section.
 
Applicable Law
 
All questions concerning the construction, validity and interpretation of this letter agreement shall be governed by the laws of the State of Pennsylvania, without regard to any conflicts or choice of law rules or principles.
 
Please sign and return one copy of this letter agreement. By doing so, you acknowledge that you have received sufficient information regarding the Plan. If you have any questions, please contact us at 610-293-0600.

 

 
Sincerely,

Chairman of the Compensation Committee of
the Board		

ACCEPTED:

____________________________
 
Date:   [_______]

Enclosure

 

Exhibit 99.2
 
SAFEGUARD SCIENTIFICS, INC.
TRANSACTION BONUS PLAN
 
Section 1. Purpose
 
The Safeguard Scientifics, Inc. Transaction Bonus Plan is established to provide incentives to certain employees of the Company to enhance stockholder value. In connection with the Board’s strategic plan as approved by the Board in its meeting on January 16, 2018 (the “Strategic Plan”), the Plan is designed to promote the interests of the Company and its stockholders by providing an additional incentive to employees to maximize the value of the Company’s business in connection with the Strategic Plan.
 
Section 2. Definitions
 
When used in this Plan, unless the context otherwise requires, the following terms shall have the meanings set forth next to such terms:
 
(a)                “ Award ” shall mean the contingent right of a Participant to receive a payment under the Plan from the Bonus Pool, subject to the terms and conditions of the Plan and an Award Agreement.
 
(b)                “ Award Agreement ” shall mean a written agreement entered into between the Company and a Participant in connection with an Award (including any notice of an Award executed and delivered by the Company to a Participant and which is countersigned or acknowledged by such Participant).
 
(c)                “ Board ” shall mean the Board of Directors of the Company or a committee designated by the Board of Directors of the Company.
 
(d)                “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations issued thereunder.
 
(e)                “ Company ” shall mean Safeguard Scientifics, Inc., a Pennsylvania corporation, and its affiliates.
 
(f)                 “ Continuous Service ” shall mean the uninterrupted provision of services to the Company as an employee or director, as applicable. Continuous Service shall not be considered to be interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company as an employee, or (iii) any change in status as long as the individual remains in the service of the Company, as an employee or director, as applicable (except as otherwise specifically provided in the Award Agreement). An approved leave of absence shall include, without limitation, sick leave, military leave, vacation (pursuant to Company policy) or any other personal leave authorized by the Company.
 
(g)                “ Effective Date ” shall mean April 6, 2018.

 	  	 	

(h)                “ Participant ” shall mean an employee or director of the Company who has been granted an Award under the Plan.
 
(i)                  “ Plan ” shall mean the Safeguard Scientifics, Inc. Transaction Bonus Plan, as it may be amended or supplemented from time to time.
 
(j)                  “ Sale Transaction(s) ” shall mean a sale of the assets of the Company in connection with the Strategic Plan of the Company. The Board shall have the sole and absolute discretion to determine whether a Sale Transaction has occurred.
 
(k)                “ Transaction Consideration ” shall mean, in connection with a Sale Transaction, (A) the gross value of all cash, securities and other property paid directly or indirectly by an acquiror to the Company and the amount of all indebtedness of the Company assumed by the acquiror, directly or indirectly, in connection with the Sale Transaction, minus (B) the sum of (i) all payments reasonably estimated by the Board to be due from the Company as a result of the Sale Transaction and (ii) the amount of commissions, fees and expenses payable to the Company’s investment bankers and the amount of fees and expenses payable to the Company’s professional advisors in connection with the Sale Transaction. For purposes of Transaction Consideration, cash, securities, and other property shall not be considered paid to the Company unless and until the cash, securities, and other property have been received by the Company.
 
Section 3. Plan Administration
 
The Plan shall be administered by the Board. The Board shall have such powers and authority as may be necessary or appropriate for the Board to carry out its functions as described herein, including, but not limited to, (i) complete authority to interpret and administer the Plan, any Awards granted under the Plan and any Award Agreements evidencing Awards granted under the Plan, (ii) exercise all of the powers granted to it under the Plan, (iii) construe, interpret and implement the Plan and any Award Agreements, (iv) prescribe, amend and rescind rules and regulations relating to the Plan and any Award Agreements, including rules governing its own operations, (v) make all determinations necessary or advisable in administering the Plan and any Award Agreements, (vi) correct any defect, supply any omission and reconcile any inconsistency in the Plan or in any Award Agreements, (vii) amend the Plan and any Award Agreements to reflect changes in applicable law, (viii) delegate such powers and authority to such person as it deems appropriate with respect to the Plan and any Award Agreements, and (ix) waive any conditions under any Awards (including any such conditions contained in any Award Agreements). The determination of the Board on all matters relating to the Plan or any Award Agreement shall be final, binding and conclusive. No member of the Board or Board shall be liable for any action or determination made by the Board with respect to the Plan, any Award Agreement or any Award.

 	2 	 	

 
Section 4. Grant of Awards and Bonus Pool
 
(a)                Eligibility and Award Amounts . All current employees of the Company are eligible for Awards under the Plan, provided that they remain in Continuous Service through July 31, 2018. The Board, in its sole discretion, shall determine the Participants to whom Awards are granted under the Plan, and the amounts of the Awards, if any, in accordance with the terms of the Plan.
 
(b)                Bonus Pool . At the Board’s sole and absolute discretion and in connection with the Sale Transaction, the Company may, but shall have no obligation to, provide a bonus pool in the amount of (i) 0.5% of Transaction Consideration if the Transaction Consideration is between $[The confidential material contained herein has been omitted and has been separately filed with the Commission] million and $[The confidential material contained herein has been omitted and has been separately filed with the Commission] million, or (ii) 1% of Transaction Consideration if the Transaction Consideration is greater than $[The confidential material contained herein has been omitted and has been separately filed with the Commission] million, determined on an aggregate basis after each Sale Transaction (the “Bonus Pool”); provided, however, that no Bonus Pool shall be created if the total Transaction Consideration from all Sale Transaction is less than $[The confidential material contained herein has been omitted and has been separately filed with the Commission] million. The Board shall have the sole authority to allocate the Bonus Pool among Participants and determine what amounts of the Bonus Pool, if any, will be paid to Participants in connection with Awards. Upon completion of the Strategic Plan, unallocated amounts of the Bonus Pool, if any, shall be used at the discretion of the Board. For the avoidance of doubt, the Company shall have no obligation to create or fund a bonus pool or make any Awards under the Plan, regardless of the amount of Transaction Consideration.
 
For the purposes of the determination of Transaction Consideration, the value of any securities or other property shall be determined by the Board in its sole discretion as follows: (i) the value of securities that are freely tradeable in an established public market will be determined on the basis of the average closing market price on the last five trading days immediately prior to the closing of the Sale Transaction and (ii) the value of securities that are not freely tradeable or have no established public market shall be the fair market value thereof, as reasonably determined by the Board. If the consideration in connection with any Sale Transaction may be increased by any contingent payments related to future events, the amount of the Bonus Pool will be determined based on the Board’s good faith estimate of the net present value of any contingent payments.
 
(c)                Payment and Form of Payment . Payments in connection with Awards (subject to applicable tax withholding) shall made in accordance with applicable law and at certain dates determined by the Board in its sole discretion. Each payment of an Award hereunder may, in the discretion of the Board, be made either (i) in cash and non-cash consideration as received by the stockholders of the Company relating to the Transaction Consideration, or (ii) solely in cash equal to the amount of cash consideration and the fair market value, as determined in good faith by the Board, of any non-cash consideration received by the stockholders of the Company relating to the Transaction Consideration.
 
(d)                Additional Payment Conditions . A Participant shall not be eligible to receive payments pursuant to his or her Award, if any, unless the Participant has signed and returned to the Company the Award Agreement (or related acknowledgement) in the time period specified in such Award Agreement.
 
Section 5. Forfeiture
 
Except as otherwise provided in any Award Agreement, if a Participant’s Continuous Service is terminated at any time for any reason, the Participant shall forfeit any and all interest in any Awards held by the Participant to the extent the Participant’s Awards have not already been paid to the Participant; provided, however, that the Board, in its sole and absolute discretion, may make a payment in connection with an Award upon a Participant’s termination of Continuous Service.

 	3 	 	

Section 6. Unfunded Status
 
All amounts that become payable pursuant to this Plan shall remain general obligations of the Company. All payments made pursuant to this Plan shall come from the general assets of the Company. The payment of any amount is not secured by any specific assets of the Company. No Participant shall be entitled to or have any rights of a stockholder of the Company with respect to any Award granted under this Plan.
 
Section 7. General Rules Applicable to Awards
 
All Awards shall be subject to the following:
 
(a)                All payments with respect to an Award shall be subject to all applicable laws, rules and regulations and to such approvals by government agencies as may be required.
 
(b)                The Company shall have the right to withhold from payment made under any Awards any federal, state or local taxes as required by law to be withheld with respect to such Awards. Any such taxes are the sole responsibility of the Participant and the Participant shall have no right to indemnification for any or all taxes owed in connection with payment under such Awards.
 
(c)                No Award, or any rights thereunder or thereto, may be assigned, transferred or in any other way alienated (or be subject to garnishment, attachment, execution or levy of any kind) by a Participant other than by will or by the laws of descent and distribution.
 
(d)                Where the day on or by which anything is to be done is not a business day, it shall be done on or by the first business day thereafter.
 
Section 8. General Provisions
 
(a)                No Right to Continuous Service . Nothing contained in this Plan shall confer upon any Participant the right to continue in Continuous Service, or affect any rights which the Company may have to terminate the Participant’s Continuous Service for any reason at any time.
 
(b)                Non-Uniform Determinations . The Board’s determinations of Awards under the Plan need not be uniform and may be made by it selectively among persons who receive or are eligible to receive Awards (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Board shall be entitled, among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Awards, as to the person to receive Awards under the Plan.

 	4 	 	

(c)                Section Headings; Construction . The section headings contained herein are for the purpose of convenience only and are not intended to define or limit the contents of the sections. All words used in this Plan shall be construed to be of such gender or number, as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.
 
(d)                Governing Law . This Plan, any Award hereunder, any Award Agreement and any conflicts arising hereunder or thereunder or related hereto or thereto shall be governed by, and construed under, the laws of the State of Pennsylvania, all rights and remedies being governed by said laws, regardless of the laws that might otherwise govern under applicable principles, to the fullest extent permitted by law, of conflicts of laws.
 
(e)                Confidentiality . Each Participant agrees to maintain in confidence and not disclose the terms of this Plan, any Award Agreement or any Award granted hereunder (except to such Participant’s immediate family and his or her professional advisors).
 
(f)                 Severability; Entire Agreement . In the event any provision of this Plan or any Award Agreement shall be held illegal, invalid or unenforceable for any reason, the illegality, invalidity or unenforceability shall not affect the remaining provisions of this Plan or any Award Agreement (as applicable) and such illegal, invalid or unenforceable provision shall be deemed modified as if the illegal, invalid or unenforceable provisions had not been included. The Plan and any Award Agreement contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral, with respect to the subject matter thereof.
 
(g)                No Third-Party Beneficiaries . Except as expressly provided therein, none of the Plan, any Award or any Award Agreement shall confer on any person other than the Company and the applicable Participant any rights or remedies thereunder.
 
(h)                Freedom of Action .
 
(i)                  Nothing contained in the Plan or any Award Agreement shall be construed to prevent the Company from taking any corporate or other action, including, but not limited to, any recapitalization, reorganization, merger, consolidation, dissolution or sale, that is deemed by the Company whether or not such action would have an adverse effect on the Plan or any Awards thereunder. Any solicitation, negotiation or closing of a Sale Transaction shall be subject to the sole and absolute discretion of the Company and there shall be no liability on the part of the Company if a Sale Transaction is not consummated for any reason. The Company shall determine in its sole discretion whether to effect or consummate a Sale Transaction and no Participant shall have any rights to (x) require the Company to enter into a Sale Transaction, (y) question the price, timing or form of consideration in connection with a Sale Transaction or otherwise object to any Sale Transaction or (z) object to any third party to a Sale Transaction.

 	5 	 	

(i)                  Section 409A . It is the intention of the Board that all payments and benefits under this Plan shall be made and provided in a manner that is either exempt from or intended to avoid taxation under Section 409A of the Code, to the extent applicable. Any ambiguity in this Plan shall be interpreted to comply with the foregoing. Each amount payable pursuant to this Plan shall be deemed to be a separate payment for purposes of Section 409A of the Code. For all purposes under the Plan, if and to the extent required to avoid any violation of Section 409A of the Code, any iteration of the word “termination” (e.g., “terminated”) with respect to a Participant’s employment or service, shall mean a separation from service within the meaning of Section 409A of the Code. Notwithstanding the foregoing, neither the Company nor any of its affiliates shall be liable to, and each Participant shall be solely liable and responsible for, any taxes (or penalties) that may be imposed on the Participant under Section 409A of the Code with respect to the Participant’s receipt of any Award and payment thereunder.
 
(j)                  Amendment of the Plan . The Board may from time to time suspend, discontinue, terminate, revise or amend (i) the Plan in any respect whatsoever and (ii) any Award Agreement.
 
(k)                Successors and Assigns . The terms of this Plan shall be binding upon and inure to the benefit of the Company, its subsidiaries and their successors and assigns.
 
(l)                  Effectiveness of the Plan . This Plan shall be deemed effective as of the Effective Date.
 
[Remainder of Page Intentionally Left Blank]

 	6 	 	

Exhibit 99.3
 
SAFEGUARD SCIENTIFICS, INC.
 
Dividend Equivalent Grant Agreement (Employee)
 
This grant of dividend equivalents is made as part of the Performance Unit or Stock Unit grant, as applicable (the “Award(s)”) awarded by Safeguard Scientifics, Inc., a Pennsylvania corporation (the “Company”), to the grantees as described below (the “Grantee(s)”). All capitalized terms used but not defined herein shall have the meanings as set forth in the Safeguard Scientifics, Inc. 2014 Equity Compensation Plan, as amended and restated March 5, 2014 (the “Plan”).
 
1.                   The Company hereby awards dividend equivalents, meaning amounts determined by multiplying the number of shares of Company stock or Stock Units subject to an Award by the per-share extraordinary dividend or distribution paid by the Company on its stock as described in Section 5(c) of the Plan (“Dividend Equivalents”), to the Grantee to the extent the Grantee holds any of the following Awards: (1) Stock Units that have not yet been distributed, and (2) Performance Units that have not yet been distributed. The Dividend Equivalents are subject to the same vesting terms and other conditions of the Awards.
 
(a)                Should any extraordinary dividend or distribution, as described in Section 5(c) of the Plan (“Extraordinary Dividend”), be declared and paid with respect to the shares of Company common stock during the period between (a) the Grant Date and (b) the date on which the Award is earned and distributed (the “Distribution Date”), the Company shall credit to a dividend equivalent book account (the “Dividend Equivalent Account”) the value of the Extraordinary Dividend that would have been paid if the outstanding Award at the time of the declaration of the Extraordinary Dividend were outstanding shares of Company common stock.
 
(b)                At the same time that the corresponding Award is converted to shares of Company common stock and distributed to Grantee (or, in the event of Grantee’s death following the date the Award is earned and vested, [the Grantee’s estate]), the Company shall pay to the Grantee (or, in the event of Grantee’s death following the date the Award is earned and vested, the [Grantee’s estate]) a [lump sum] [cash/stock] payment equal to the value of the Extraordinary Dividend credited to the Grantee’s Dividend Equivalent Account that correspond to such Award to the extent earned and vested; provided, however, that any Extraordinary Dividend that was credited to the Grantee’s Dividend Equivalent Account that are attributable to the Award (or a portion thereof) that has been forfeited shall be forfeited and not be payable to the Grantee. Unless otherwise provided by the Board, no interest shall accrue on any Dividend Equivalents credited to the Grantee’s Dividend Equivalent Account.
 
The provisions of this Dividend Equivalent award agreement are incorporated into the Award by reference. The Award agreement and the Plan shall govern the terms of the Dividend Equivalent grant agreement.
 
[Signature Page Follows]

 
 
In witness whereof, the Company has caused its duly authorized officers to execute and attest this Agreement, and the Grantee has placed his or her signature hereon, effective as of the Grant Date.
 
 	SAFEGUARD SCIENTIFICS, INC.	
 	 	 	 	
 	By:	 	 	
 
I hereby accept the grant of Dividend Equivalents described in this Agreement, and I agree to be bound by the terms of the Plan, the Award and this Agreement. I hereby further agree that all of the decisions and determinations of the Committee shall be final and binding.

 	Grantee	 	 	

 	Date	 	 	

 

Exhibit 99.4
 
Safeguard Scientifics Announces Management Changes to
Align Organization and Cost Structure with New Strategy
 
Three Senior Executives to Depart Safeguard; Various Roles to be Eliminated or Combined
 
Board Reiterates Commitment to Reducing Operating Costs, Monetizing Partner Company Interests
and Maximizing Distributions to Shareholders
 
Radnor, PA, April 6, 2018 — Safeguard Scientifics, Inc. (NYSE: SFE) (“Safeguard” or “the Company”) today announced a series of management changes intended to streamline the Company’s organizational structure and reduce operating costs. These aggressive cost-reduction initiatives are intended to better align Safeguard’s cost structure with the strategy the Company announced in January 2018 to reduce its operating costs, monetize its Partner Company interests and maximize the net proceeds distributable to Safeguard’s shareholders.
 
Stephen T. Zarrilli, who has served as Safeguard’s President and Chief Executive Officer since November 2012, will retire from Safeguard, effective September 30, 2018. Safeguard’s Board of Directors has appointed Brian J. Sisko to succeed Mr. Zarrilli as President and CEO, effective July 1, 2018. Mr. Sisko joined Safeguard as Senior Vice President and General Counsel in August 2007, and currently serves as Executive Vice President, Chief Operating Officer and Managing Director of Safeguard. Mr. Zarrilli will remain with the Company as a non-executive employee until September 30, 2018 to ensure a smooth transition. He will continue to serve on the Safeguard Board until the 2018 Annual Meeting, but will not stand for re-election.
 
Dr. Robert J. Rosenthal, Chairman of the Safeguard Board, said, “Our Board is extremely grateful to Steve for his many years of strong and dedicated leadership. He is an extremely talented professional who has led this company with skill and vision. Under Steve’s leadership, and with his strong insights, judgment, sharp business acumen and ability to execute, Safeguard has achieved many key noteworthy milestones, including: the repayment of $110 million of convertible debentures, the monetization of more than $900 million of investments, the deployment of more than $600 million into new Partner Companies, the first ever return of capital to shareholders and some of the largest exits in Safeguard’s recent history. We applaud Steve’s many accomplishments and contributions to Safeguard, and are also very pleased that Steve will remain with us through September to ensure a smooth transition.”
 
In addition, Safeguard’s current Senior Vice President and Chief Financial Officer, Jeffrey McGroarty, will depart from the Company, effective June 30, 2018; and Senior Vice President of Investor Relations and Corporate Communications, John Shave, will depart thereafter at a specific date yet to be determined. David Kille, Safeguard’s Corporate Controller, will assume the role of Safeguard’s Chief Financial Officer, effective June 1, 2018. Dr. Gary Kurtzman, Senior Vice President and Managing Director, Healthcare remains in his role and will work closely with Mr. Sisko in providing oversight of the Partner Companies. Following these organizational changes, Safeguard does not intend to fill the roles of Chief Operating Officer, Senior Vice President of Investor Relations and Corporate Communications or Corporate Controller, and these roles will either be eliminated or will be combined with other roles.
 
Dr. Rosenthal continued, “We thank Jeff and John for their more than 10 years of dedicated service to Safeguard and countless valuable contributions to our company. Through their efforts, Safeguard has accomplished many objectives that have benefited the organization and its shareholders with respect to financial stewardship, proactive and substantial shareholder communication and education, and support of our Partner Companies.”
 
With the organizational changes announced today, along with the aggressive cost reduction initiatives previously announced and implemented, Safeguard currently projects that its ongoing annualized operating expenses excluding interest, depreciation, severance and stock-based compensation, will approximate $8 to 9 million, in comparison to approximately $15 million for 2017.

 

 
“I believe Safeguard is on the right path to maximize the distributions of capital to our shareholders,” said Mr. Zarrilli. “With Safeguard’s new strategy well underway, the Board and I felt it was important to substantially reduce our management and make further cost reductions to align our organization and expense base with our new strategy. I am very confident in Brian’s ability to lead Safeguard as it focuses on monetizing its assets and returning capital to shareholders. I look forward to working closely with him in the coming months to ensure a smooth leadership transition.”
 
“I am honored to have the opportunity to serve as Safeguard’s next CEO and lead the Company in executing our new strategy,” said Mr. Sisko.
 
Dr. Rosenthal concluded, “With today’s announcement, the Safeguard Board makes clear its commitment to executing on the Company’s new strategy and creating a leaner and more agile organization focused on maximizing the capital that is available for distribution to shareholders. We are also confident that Brian Sisko’s mergers and acquisitions, corporate finance and legal backgrounds, as well as his operating experience and extensive knowledge of and familiarity with Safeguard’s Partner Companies make him the ideal choice to lead the organization as it pursues this strategy.”
 
About Safeguard Scientifics
Historically, Safeguard Scientifics (NYSE:SFE) has provided capital and relevant expertise to fuel the growth of technology-driven businesses. Safeguard has a distinguished track record of fostering innovation and building market leaders that spans more than six decades. For more information, please visit www.safeguard.com or follow us on Twitter @safeguard.
 
Forward-looking Statements
Except for the historical information and discussions contained herein, statements contained in this release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Our forward-looking statements are subject to risks and uncertainties. Forward-looking statements include, but are not limited to, statements regarding Safeguard’s initiatives taken or contemplated to enhance and unlock value for all of its stockholders, Safeguard’s efforts to execute on and implement its strategy to streamline its organizational structure, reduce its operating costs, pursue monetization opportunities for Partner Companies and maximize the net proceeds distributable to its shareholders, Safeguard’s ability to create, unlock, enhance and maximize shareholder value, Safeguard’s ability to have a smooth transition to a new management team, the timing of Safeguard’s management succession plan and its effect on driving increased organizational effectiveness and efficiencies, the ability of the new management team to execute Safeguard’s strategy, the availability of, the timing of, and the proceeds that may ultimately be derived from the monetization of Partner Companies, Safeguard’s projections regarding the reduction in its ongoing operating expenses, Safeguard’s projections regarding annualized operating expenses and expected severance expenses, monetization opportunities for Partner Company Interests, and the amount of net proceeds from the monetization of Partner Company Interests that are ultimately distributable to Safeguard shareholders after satisfying Safeguard’s debt obligations and working capital needs and the timing of such distributions. Such forward-looking statements are not guarantees of future operational or financial performance and are based on current expectations that involve a number of uncertainties, risks and assumptions that are difficult to predict. Therefore, actual outcomes and/or results may differ materially from those expressed or implied by such forward-looking statements. The risks and uncertainties that could cause actual results to differ materially include, among others, our ability to make good decisions about the monetization of our Partner Companies for maximum value or at all and distributions to our shareholders, our ability to successfully execute on our strategy to streamline our organizational structure and align our cost structure to increase shareholder value, whether our strategy will better position us to focus our resources on the highest-return opportunities and deliver enhanced shareholder value, the ongoing support of our existing Partner Companies, the fact that our Partner Companies may vary from period to period, challenges to achieving liquidity from our partner company holdings, fluctuations in the market prices of our publicly traded partner company holdings, competition, our inability to obtain maximum value for our partner company holdings, our ability to attract and retain qualified employees, market valuations in sectors in which our Partner Companies operate, our inability to control our Partner Companies, our need to manage our assets to avoid registration under the Investment Company Act of 1940, risks, disruption, costs and uncertainty caused by or related to the actions of activist shareholders, including that if individuals are elected to our Board with a specific agenda, it may adversely affect our ability to effectively implement our business strategy and create value for our shareholders and perceived uncertainties as to our future direction as a result of potential changes to the composition of our Board may lead to the perception of a change in the direction of our business, instability or a lack of continuity that may adversely affect our business, and risks associated with our Partner Companies, including the fact that most of our Partner Companies have a limited operating history and a history of operating losses, face intense competition and may never be profitable, the effect of economic conditions in the business sectors in which Safeguard’s Partner Companies operate, and other uncertainties described in our filings with the Securities and Exchange Commission. Many of these factors are beyond the Company’s ability to predict or control. As a result of these and other factors, the Company’s past operational and financial performance should not be relied on as an indication of future performance. The Company does not assume any obligation to update any forward-looking statements or other information contained in this press release.

 

 
Important Additional Information And Where To Find It
Safeguard Scientifics intends to file a proxy statement and accompanying WHITE proxy card with the SEC in connection with the solicitation of proxies from Safeguard Scientifics’ shareholders in connection with the matters to be considered at Safeguard Scientifics’ 2018 Annual Meeting of Shareholders. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED BY SAFEGUARD SCIENTIFICS WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION . Shareholders will be able to obtain the Proxy Statement, any amendments or supplements to the Proxy Statement, the accompanying WHITE proxy card, and other documents filed by Safeguard Scientifics with the SEC free of charge at the SEC’s website at www.sec.gov. Copies will also be available free of charge at the Investor Relations section of Safeguard Scientifics’ corporate website at www.safeguard.com, by writing to Safeguard Scientifics’ Corporate Secretary at Safeguard Scientifics, Inc. 170 North Radnor-Chester Road, Suite 200, Radnor, PA 19087, or by contacting Safeguard Scientifics’ investor relations department at 610.975.4952.
 
Certain Participant Information
In accordance with Rule 14a-12(a)(1)(i) under the Security Exchange Act of 1934, as amended, the following directors, executive officers and other employees of Safeguard Scientifics are anticipated to be participants in the solicitation of proxies from Safeguard’s shareholders in connection with the matters to be considered at Safeguard’s 2018 Annual Meeting of Shareholders and beneficially hold the amount of shares of Safeguard’s common stock, $0.10 par value per share, indicated adjacent to his or her name: (i) Safeguard directors: Julie A. Dobson (31,332 shares), Stephen Fisher (4,167 shares), George MacKenzie (26,250 shares), Maureen F. Morrison (0 shares), John J. Roberts (11,728 shares), Robert J. Rosenthal (19,156 shares) and Stephen T. Zarrilli (226,332) shares), and (ii) Safeguard executive officers and other employees: Jeffrey B. McGroarty (47,637 shares), John E. Shave III (37,022) shares) and Brian J. Sisko (138,655 shares). The business address for each person is c/o Safeguard Scientifics, Inc. 170 North Radnor-Chester Road, Suite 200, Radnor, PA 19087. Additional information regarding Safeguard’s director, officer and other employee participants in the solicitation of proxies from Safeguard’s shareholders in connection with the matters to be considered at Safeguard’s 2018 Annual Meeting of Shareholders, and their direct or indirect interests, through security holdings or otherwise, will be set forth in Safeguard’s proxy statement for its 2018 Annual Meeting, including the schedules and appendices thereto.
 
SAFEGUARD CONTACT:
John E. Shave III
Senior Vice President, Investor Relations and Corporate Communications
(610) 975.4952
jshave@safeguard.com
 
MEDIA CONTACT:
Ed Trissel / Aura Reinhard
Joele Frank Wilkinson Brimmer Katcher
(212) 355-4449

 

Exhibit 99.5
 
(SAFEGUARD LOGO)
170 North Radnor Chester Road
Suite 200
Radnor, PA 19087
610.293.0600
(FAX) 610.293.0601
 
April 6, 2018
 
Mr. Brian J. Sisko
230 Oakwood Lane
Phoenixville, PA 19460
 
Dear Brian:
 
You previously entered into an employment letter, dated December 3, 2008, as amended most recently on December 28, 2012, (the “Prior Agreement”) with Safeguard Scientifics, Inc. (“Safeguard”) and commenced employment with Safeguard on or after the date of the Prior Agreement (the actual date your employment began is herein referred to as your “Commencement Date”). In order to reflect your appointment as President and Chief Executive Officer of Safeguard, effective on July 1, 2018 (the “Effective Date”), for a term ending December 31, 2020 (the “Term”), this New Agreement will replace the Prior Agreement, which is then terminated. At the end of the Term, your employment may then continue on an at-will basis, upon mutual agreement.
 
Salary and Cash Incentives . Your minimum annualized base salary will be $500,000. As a matter of maintaining competitive employment terms, salaries are reviewed annually against internal and external peer groups, and individual performance, and, if appropriate, adjusted upwards.
 
You will also be eligible to participate in the Safeguard annual management incentive program (MIP), at a minimum target payout of $600,000, pro-rated for 2018, and with a range of 0-150% of that target based on corporate results. Any reduction in your target payout or annual bonus opportunity will constitute a material breach of this New Agreement by Safeguard. The overall MIP goals are determined at the beginning of each year by the Compensation Committee of the Board, after consultation with you, and approved for payment annually, after the year-end audited results, by the Compensation Committee. Actual payments of amounts pursuant to your MIP award will be made to you on or after January 1, but prior to March 15, of the calendar year next following the calendar year in which the payment is earned, subject to completion of Safeguard’s audit for the applicable fiscal year.
 
Fringe Benefits . You are also eligible to participate in Safeguard’s health, dental, vision, disability, 401(k), deferred compensation program, and other benefit plans generally available to Safeguard executive employees from time to time, consistent with past practice. In addition, so long as you are an employee and Safeguard offers these benefits generally to other principals or executives, you will be entitled, subject to evidence of insurability, to company-paid universal life insurance providing coverage of $1,000,000 in addition to Safeguard’s normal group life insurance plans offered to employees generally. You will also be entitled to vacation at the annual rate of four weeks of vacation per year and other benefits as outlined on the description of Safeguard benefits previously provided to you.

 	  	 	

Severance . Subject to the terms and conditions set forth below, in the event that (A) your employment with Safeguard is terminated by Safeguard without “cause” (as defined below) or by you for “good reason” (as defined below) prior to, upon or after the completion of, the Term, (such a termination, a “Severance Termination”), Safeguard will provide you with the following benefits, which together with the other provisions of this Agreement and any benefits or equity awards provided under the applicable terms of any other plan or program sponsored by the Safeguard (other than any plan, program or arrangement intended to pay severance benefits following termination of employment), and applicable to you, will be the only severance benefits or other payments in respect of your employment with Safeguard to which you will be entitled. The benefits you receive under this New Agreement will be in lieu of all salary, accrued vacation and other rights that you may have against Safeguard or its affiliates as of the Effective Date, and, except as otherwise noted below, will be paid within the later of 45 days after your date of termination or Safeguard’s receipt of your request for reimbursement, subject to your execution and non-revocation of the General Release described below.
 
•                In the event the Severance Termination occurs prior to the end of the Term, you will receive a single lump sum payment equal to the amount of annual salary and annual incentive (at target) which would have been paid to you for the balance of the Term.
 
•                If the Severance Termination occurs after the end of the Term, you will be eligible to receive a payment in respect of your current year’s bonus equal to the product of (i) your annual target bonus, multiplied by (ii) Safeguard’s percentage achievement of its annual Management Incentive Plan objectives as such percentage achievement shall be determined by the Compensation Committee, in its discretion, as of the end of the calendar quarter closest to your date of termination, multiplied by (iii) a fraction, the numerator of which is the number of days in Safeguard’s fiscal year elapsed at the time of the termination and the denominator of which is 365. Payment under this provision will be made within 60 days after the end of the quarter in which the determination referred to in (ii) above is made.
 
•               Whenever the Severance Termination occurs, and in addition to any amounts otherwise payable hereunder, including amounts payable pursuant to the first bullet above, you will receive a single lump sum payments equal to the product of (i) 1.5 multiplied by (ii) your annual salary then in effect (which will not be less than $500,000).
 
•               If the Severance Termination occurs on or before the end of the Term, you will vest in all of your then outstanding and unvested interests under Safeguard’s various long-term incentive plans which would have vested on or before December 31, 2020 and your outstanding time-based stock options that were subject to time-based vesting may be exercised during the 36-month period following your termination of employment (unless any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration), and (B) you may exercise your vested outstanding market-based options during the 12-month period following your termination of employment (unless any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration). If the Severance Termination occurs after the end of the Term, you will vest in accordance with the provisions of Safeguard’s various long-term incentive plans.

 	2 	 	

•               If the Severance Termination occurs prior to the end of the Term, you will receive a single lump sum payment equal to the cost of COBRA continuation coverage with respect to medical insurance, less such co-payment amount payable by you under the terms of the Company’s medical insurance program as in effect on the date of your Severance Termination for the balance of the Term. Whenever, the Severance Termination occurs, you will also receive a single lump sum payment equal to the cost of COBRA continuation coverage with respect to medical insurance, less such co-payment amount payable by you under the terms of the Company’s medical insurance program as in effect on the date of your Severance Termination for twelve months.
 
•               If the Severance Termination occurs prior to the end of the Term, you will be entitled to reimbursement of any medical, vision, or dental expenses incurred by you (and, to the extent covered immediately prior to the date of your termination, your spouse and dependents) which are not covered by Safeguard’s medical, vision and/or dental insurance for the balance of the Term and irrespective of when the Severance Termination occurs, for an additional period of 12 months following the date of your termination. No such reimbursement will be made to the extent such expenses exceed $5,000, in the aggregate, per calendar year.
 
•               If the Severance Termination occurs prior to the end of the Term, you will be entitled to reimbursement of the cost of life insurance coverage under the universal life insurance policy which was purchased by Safeguard, in your name, during your employment (“Executive Insurance Policy”) for the balance of the Term and irrespective of when the Severance Termination occurs for an additional period of 12 months, based on Safeguard’s monthly cost of such coverage on your termination date. Such reimbursement will only be made to the extent you continue to pay the premiums for such Executive Insurance Policy and thereafter submit to Safeguard the paid bill for your Executive Insurance Policy.
 
•               You will be reimbursed promptly for all your reasonable and necessary business expenses incurred on behalf of Safeguard prior to your termination date in accordance with Safeguard’s customary policies.
 
Notwithstanding the forgoing, if a “change of control,” as defined below, of Safeguard occurs prior to the end of the Term and you satisfy the conditions for payment of the separation benefits described above (“Change of Control Termination”), then in lieu of the treatment of equity awards under the fourth bullet above, upon a Change of Control Termination, (A) you will become fully vested in all of your outstanding stock options and you may exercise (i) those stock options that were subject to time-based vesting during the thirty-six (36) month period following your termination of employment (unless, disregarding your termination of employment, any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration), and (ii) those stock options that were subject to market-based vesting during the twenty-four (24) month period following your termination of employment (unless, disregarding your termination of employment, any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration), and (B) you will become fully vested in all of your outstanding restricted stock awards and deferred stock units, if any.

 	3 	 	

Upon a Change of Control Termination, if it is determined that any payment or distribution by Safeguard of benefits provided under this Agreement or any other benefits due upon a change of control (the “Change of Control Benefits”) would constitute an “excess parachute payment” within the meaning of section 280G of the Code that would be subject to an excise tax under section 4999 of the Code (the “Excise Tax”), the following provisions will apply, unless provided otherwise in the applicable plan, program or agreement that provides change of control payments that are not paid pursuant to this Agreement. If the aggregate present value to you of receiving the Change of Control Benefits and paying the Excise Tax is not greater than the aggregate present value to you of the Change of Control Benefits reduced to the safe harbor amount (as defined below), then Safeguard will reduce the Change of Control Benefits such that the aggregate present value to you of receiving the Change of Control Benefits is equal to the safe harbor amount. Otherwise you will receive the full amount of the Change of Control Benefits and you will be responsible for payment of the Excise Tax. For purposes of this paragraph “present value” will be determined in accordance with Section 280G(d)(4) of the Code and the term “safe harbor amount” will mean an amount expressed in the present value that maximizes the aggregate present value of the Change of Control Benefits without causing any of the Change of Control Benefits to be subject to the deduction limitations set forth in Section 280G of the Code.
 
All determinations made pursuant to the foregoing paragraph will be made by a professional advisor selected by Safeguard (the “Professional Advisor”), which firm will provide its determinations and any supporting calculations both to Safeguard and to you within ten days of the date of the Change of Control Termination. Any such determination by the Professional Advisor will be binding upon you and Safeguard. If any reduction in the Change of Control Benefits is required in accordance with the preceding paragraph, such Change of Control Benefits will be reduced in the order that maximizes their after-tax economic value to you. All of the fees and expenses of the Professional Advisor in performing the determinations referred to above will be borne solely by Safeguard.
 
For the purposes of determining whether a Change of Control Termination has occurred, a “change of control” will be deemed to have occurred if (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than any Safeguard employee stock ownership plan or an equivalent retirement plan, becomes the beneficial owner (as such term is used in Section 13(d) of the Exchange Act), directly or indirectly, of securities of Safeguard representing 50% or more of the combined voting power of Safeguard’s then outstanding voting securities, (ii) the Board ceases to consist of a majority of Continuing Directors (as defined below), (iii) the consummation of a sale of all or substantially all of Safeguard’s assets or a liquidation (as measured by the fair value of the assets being sold compared to the fair value of all of Safeguard’s assets), or (iv) a merger or other combination occurs such that a majority of the equity securities of the resultant entity after the transaction are not owned by those who owned a majority of the equity securities of Safeguard prior to the transaction. A “Continuing Director” will mean a member of the Board who either (i) is a member of the Board at the date of this Agreement or (ii) is nominated or appointed to serve as a Director by a majority of the then Continuing Directors.

 	4 	 	

All Severance compensation and benefits described in this New Agreement are offered in return for and contingent on your execution, non-revocation and performance of the General Release and Agreement substantially in the form attached to this New Agreement as Exhibit A and will be subject to the Safeguard Clawback Policy to which you are now subject, as maybe amended by the Board from time to time during the Term.
 
Upon your termination of employment with Safeguard in connection with a change of control, if it is determined that any payment or distribution by Safeguard of benefits provided under this New Agreement or any other benefits due upon a change of control (the “Change of Control Benefits”) would constitute an “excess parachute payment” within the meaning of Section 280G of the Code that would be subject to an excise tax under Section 4999 of the Code (the “Excise Tax”), the following provisions will apply, unless provided otherwise in the applicable plan, program or agreement that provides change of control payments that are not paid pursuant to this New Agreement. If the aggregate present value to you of receiving the Change of Control Benefits and paying the Excise Tax is not greater than the aggregate present value to you of the Change of Control Benefits reduced to the safe harbor amount (as defined below), then Safeguard will reduce the Change of Control Benefits such that the aggregate present value to you of receiving the Change of Control Benefits is equal to the safe harbor amount. Otherwise you will receive the full amount of the Change of Control Benefits and you will be responsible for payment of the Excise Tax. For purposes of this paragraph “present value” will be determined in accordance with Section 280G(d)(4) of the Code and the term “safe harbor amount” will mean an amount expressed in the present value that maximizes the aggregate present value of the Change of Control Benefits without causing any of the Change of Control Benefits to be subject to the deduction limitations set forth in Section 280G of the Code.
 
All determinations made pursuant to the foregoing paragraph will be made by a professional advisor selected by Safeguard (the “Professional Advisor”), which firm will provide its determinations and any supporting calculations both to Safeguard and to you within 10 days of the termination date. Any such determination by the Professional Advisor will be binding upon you and Safeguard. You will then, in your sole discretion, determine which and how much of the Change of Control Benefits will be eliminated or reduced consistent with the requirements of the foregoing paragraph. All of the fees and expenses of the Professional Advisor in performing the determinations referred to above will be borne solely by Safeguard.
 
Safeguard will prepare the final release within five business days of your termination of employment. You will have 21 days in which to consider the release although you may execute it sooner. Please note that the release has a rescission period of seven days after which it becomes effective if not revoked. All other payments will be made to you on the next regularly scheduled payroll date after the date on which they become due.

 	5 	 	

Except with respect to amounts subject to delayed payment because of the application of Section 409A of the Code (as described in the section entitled “Section 409A Compliance” below), Safeguard will pay interest on late payments at the prime rate at Safeguard’s agent bank plus two percent compounded monthly. In addition, Safeguard will pay all reasonable costs and expenses (including reasonable attorney’s fees and all costs of arbitration) incurred by you to enforce this New Agreement or any obligation hereunder. Such payments will be made to you within 60 days of the date the expense is incurred but in no event later than the date which is on or before the last day of the calendar year following the year in which the expense is incurred.
 
In this New Agreement, the term “cause” means (a) your failure to adhere to any written Safeguard policy if you have been given a reasonable opportunity to comply with such policy or cure your failure to comply (which reasonable opportunity must be granted during the ten-day period preceding termination of this New Agreement); (b) your appropriation (or attempted appropriation) of a material business opportunity of Safeguard, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of Safeguard; (c) your misappropriation (or attempted misappropriation) of any Safeguard fund or property; or (d) your conviction of, or your entering a guilty plea or plea of no contest with respect to, a felony, the equivalent thereof, or any other crime with respect to which imprisonment is a possible punishment.
 
In this New Agreement, the term “good reason” means (i) your assignment (without your consent) to a position, title, responsibilities, or duties of a materially lesser status or degree of responsibility than your current position, responsibilities, or duties; (ii) a reduction of your base salary; (iii) the relocation of Safeguard’s principal executive offices to a location which is more than 30 miles away from the location of Safeguard’s principal executive offices on the date of this New Agreement; or (iv) Safeguard’s material breach of this New Agreement. For the avoidance of doubt, the Company’s pursuit of Project Catalyst shall not constitute “good reason” hereunder.
 
Notwithstanding the foregoing, no event or condition described in clauses (i) through (iv) will constitute good reason unless (a) you give Safeguard written notice of your intention to terminate your employment for good reason and the grounds for such termination, (b) the notice described in (a) is provided within 90 days after the event giving rise to the good reason termination occurs, and (c) such grounds for termination (if susceptible to correction) are not corrected by Safeguard within 30 days after its receipt of such notice. If Safeguard does not correct the ground(s) for termination during the 30-day period following your notice of termination, your termination of employment for good reason must become effective within 90 days after the end of the cure period in order for your termination to be treated as a “good reason” termination under this New Agreement. If your termination occurs more than 90 days after the end of the cure period, such termination will be treated as a voluntary termination other than for “good reason” and you will not be entitled to severance benefits under this New Agreement.

 	6 	 	

A “change of control” will be deemed to have occurred if (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than any Safeguard employee stock ownership plan or an equivalent retirement plan, becomes the beneficial owner (as such term is used in Section 13(d) of the Exchange Act), directly or indirectly, of securities of Safeguard representing 50% or more of the combined voting power of Safeguard’s then outstanding voting securities, (ii) the Board ceases to consist of a majority of Continuing Directors (as defined below), (iii) the consummation of a sale of all or substantially all of Safeguard’s assets or a liquidation (as measured by the fair value of the assets being sold compared to the fair value of all of Safeguard’s assets), or (iv) a merger or other combination occurs such that a majority of the equity securities of the resultant entity after the transaction are not owned by those who owned a majority of the equity securities of Safeguard prior to the transaction. A “Continuing Director” will mean a member of the Board who either (i) is a member of the Board at the date of this New Agreement or (ii) is nominated or appointed to serve as a Director by a majority of the then Continuing Directors. For the avoidance of doubt, the Company’s pursuit, and completion, of Project Catalyst shall not constitute “good reason” hereunder.
 
Terms of Employment, Agreements, Miscellaneous . You are an employee subject to the arrangements described in Safeguard’s employee handbook as modified from time to time. In addition, your continued employment is subject to your compliance with various covenants designed to protect Safeguard’s confidential information and employee, customer and other relationships, as set forth in the Non-Competition Agreement executed by you in connection with the Prior Agreement.
 
You will not serve as a director of any other company that is not affiliated with Safeguard without the consent of our Board of Directors.
 
The provisions set forth in this New Agreement will inure to the benefit of your personal representative, executors and heirs. In the event you die while any amount payable under the New Agreement remains unpaid, all such amounts will be paid in accordance with the terms and conditions of this New Agreement.
 
No term or condition set forth in this New Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and the Board of Safeguard or a duly authorized officer of Safeguard.
 
You will not be required to mitigate the amount of any payment provided for in this New Agreement by seeking other employment or otherwise.
 
You acknowledge that the arrangements described in this New Agreement will be the only obligations of Safeguard or its affiliates in connection with any determination by Safeguard to terminate your employment with Safeguard. This New Agreement does not terminate, alter or affect your rights under any plan or program of Safeguard in which you may participate or under which you are due a benefit, except as explicitly set forth herein. Your participation in such plans or programs will be governed by the terms of such plans and programs.
 
The Company will indemnify you and hold you harmless in connection with your duties to the fullest extent provided by the Company’s bylaws and applicable law and will cover you under directors’ and officers’ liability insurance in accordance with it terms both during and, while potential liability exists, after the Term in the same amount and to the same extent as the Company covers its other officers and directors.’

 	7 	 	

The provisions set forth in this New Agreement will be construed and enforced in accordance with the law of the Commonwealth of Pennsylvania without regard to the conflicts of laws rules of any state.
 
Any controversy or claim arising out of or relating to this New Agreement, or the breach thereof, will be settled by arbitration in Philadelphia, Pennsylvania, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, using one arbitrator, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
 
The obligations of Safeguard set forth herein are absolute and unconditional and will not be subject to any right of set-off, counterclaim, recoupment, defense or other right which Safeguard may have against you, subject to, in the event of your termination of employment, your execution and performance of the General Release and Agreement substantially in the form attached to this New Agreement as Exhibit A and your performance of the Non-Competition Agreement in the form attached to this New Agreement as Exhibit B.
 
Safeguard may withhold applicable taxes and other legally required deductions from all payments to be made hereunder.
 
Safeguard’s obligations to make payments under this New Agreement are unfunded and unsecured and will be paid out of the general assets of Safeguard.
 
This New Agreement constitutes the entire agreement and understanding with respect to your severance arrangements, and supersedes any and all prior agreements and understandings whether oral or written, relating thereto.
 
Compliance with Section 409A of the Code . This New Agreement will be interpreted to avoid any penalty sanctions under Section 409A of the Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment will be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of Section 409A of the Code, all payments to be made upon your termination of employment under this New Agreement may only be made upon a “separation from service” within the meaning of such term under Section 409A of the Code, each payment made under this New Agreement will be treated as a separate payment and the right to a series of installment payments under this New Agreement is to be treated as a right to a series of separate payments. In no event will you, directly or indirectly, designate the calendar year of any payments to be made to you under this New Agreement. All reimbursements and in-kind benefits provided under this New Agreement will be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during your lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

 	8 	 	

Notwithstanding any provision in this New Agreement to the contrary, if at the time of your separation from service with Safeguard, Safeguard has securities which are publicly traded on an established securities market and you are a “specified employee” (as defined in Section 409A of the Code) and it is necessary to postpone the commencement of any severance payments otherwise payable pursuant to this New Agreement as a result of such termination of employment to prevent any accelerated or additional tax under Section 409A of the Code, then Safeguard will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to you) that are not otherwise paid within the short-term deferral exception under Section 409A of the Code and are in excess of the lesser of two times your then-annual compensation or (ii) the limit on compensation then set forth in Section 401(a)(17) of the code, until the first payroll date that occurs after the date that is six month following the your “separation from service” with Safeguard (as defined under Section 409A of the Code). If any payments are postponed due to such requirements, such postponed amounts will be paid in a lump sum to you on the first payroll date that occurs after the date that is six months following your “separation from service” with Safeguard. If you die during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of Section 409A of the Code will be paid to the personal representative of your estate within 60 days after the date of your death.
 
If this New Agreement sets forth our agreement on the subject matter hereof, kindly sign and return to us the enclosed copy of this New Agreement which will then constitute our legally binding agreement.
 
Sincerely,
 
Safeguard Scientifics, Inc.

By: /s/ Julie A. Dobson
 
I agree to be bound by the terms and conditions of this New Agreement.

/s/ Brian J. Sisko                                         
Brian J. Sisko

 	9 	 	

EXHIBIT A
GENERAL RELEASE AND AGREEMENT
 
This GENERAL RELEASE AND AGREEMENT (hereinafter the “Agreement”) is made and entered into as of this _____ day of _____, 20 _____, by and between Safeguard Scientifics, Inc. (“Safeguard”) and Brian J. Sisko (“Employee”).
 
1. Background. The parties hereto acknowledge that this Agreement is being entered into pursuant to the terms of the employment letter agreement, dated March __, 2018 between Safeguard and Employee (the “Employment Agreement”). As used in this Agreement, any reference to Safeguard shall include its predecessors and successors and, in their capacities as such, all of its present, past, and future directors, officers, employees, attorneys, insurers, agents and assigns; and any reference to Employee shall include, in their capacities as such, his attorneys, heirs, administrators, representatives, agents and assigns.
 
2. General Release.
 
(a) Employee, for and in consideration of the special benefits offered to him by Safeguard specified in the Employment Agreement and intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE Safeguard, of and from any and all waivable causes of actions, suits, debts, claims and demands whatsoever in law or in equity, which Employee ever had, now has, or hereafter may have or which Employee’s heirs, executors or administrators may have, by reason of any matter, cause or thing whatsoever, from the beginning of Employee’s employment with Safeguard to the date of this Agreement, and particularly, but without limitation, any claims arising from or relating in any way to Employee’s employment or the termination of Employee’s employment relationship with Safeguard, including, but not limited to, any claims arising under any federal, state, or local laws, including Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., (“Title VII”), the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq. (the “ADEA”), the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq. (“ADA”), Employee Retirement Income Security Act of 1974, as amended 29 U.S.C. § 301, et seq., as amended (“ERISA”), the Pennsylvania Wage Payment and Collection Law, Pa. Stat. Ann. tit. 43 §§ 260.1-260.11a (“WPCL”), the Pennsylvania Human Relations Act, 43 P.S. § 951 et seq. (the “PHRA”), and any and all other federal, state or local laws, regulations, ordinances or public policies and any common law claims now or hereafter recognized, including claims for wrongful discharge, slander and defamation, as well as all claims for counsel fees and costs; provided, however, that the Employee does not release or discharge Safeguard from any of its continuing obligations to him expressly set forth in this Agreement and the Employment Agreement, claims for benefits (not including severance benefits) under Safeguard’s employee welfare benefit plans and employee pension benefit plans, subject to the terms and conditions of those plans or the Employee’s rights as a shareholder of Safeguard or to indemnification as an officer and director of Safeguard (including any D&O insurance coverage).

 	10 	 	

(b) By signing this Agreement, Employee represents that Employee has not commenced any proceeding against Safeguard in any forum (administrative or judicial) concerning Employee’s employment or the termination thereof. Employee further promises not to initiate a lawsuit or to bring any other claim against the other arising out of or in any way related to Employee’s employment by the Company or the termination of that employment. This Agreement will not prevent Employee from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however , that any claims by Employee for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred. If Employee’s employment with Safeguard has been terminated on or before the date of this Agreement, Employee further acknowledges that Employee was given sufficient notice under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) and that the termination of Employee’s employment does not give rise to any claim or right to notice, or pay or benefits in lieu of notice under the WARN Act. In the event any WARN Act issue does exist or arises in the future, Employee agrees and acknowledges that the payments and benefits set forth in this Agreement shall be applied to any compensation or benefits in lieu of notice required by the WARN Act, provided that any such offset shall not impair or affect the validity of any provision of this Agreement or the Employment Agreement.
 
(c) Employee agrees that in the event of a breach of any of the terms of this Agreement, Safeguard shall be entitled to recover attorneys’ fees and costs in an action to prosecute such breach, in addition to compensatory damages, and may cease to make any payments then due under this Agreement or the Employment Agreement.
 
(d) Except as otherwise specifically set forth herein, Employee acknowledges that Safeguard’s obligations under the Employment Agreement and this Agreement are the only obligations of Safeguard or its parent organizations or affiliates in connection with the matters described herein and therein.
 
(e) Employee agrees and acknowledges that this Agreement is not and shall not be construed to be an admission by Safeguard of any violation of any federal, state or local statue, ordinance or regulation or of any duty owed by Safeguard to Employee.
 
4. Confidentiality; Non-Disparagement.
 
(a) Except to the extent required by law, including SEC disclosure requirements, Safeguard and Employee agree that the terms of this Agreement will be kept confidential by both parties, except that Employee may advise his family and confidential advisors, and Safeguard may advise those people needing to know to implement the above terms. However, Employee and Safeguard agree that nothing in this Agreement prevents or prohibits Employee from (i) making any disclosure of relevant and necessary information or documents in connection with any charge, action, investigation, or proceeding relating to this Agreement, or as required by law or legal process; (ii) participating, cooperating, or testifying in any charge, action, investigation, or proceeding with, or providing information to, any self-regulatory organization, governmental agency or legislative body, and/or pursuant to the Sarbanes-Oxley Act, or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization. To the extent permitted by law, upon receipt of any subpoena, court order or other legal process compelling the disclosure of any such information or documents, Employee agrees to give prompt written notice to Safeguard so as to permit it to protect its interests in confidentiality to the fullest extent possible.

 	11 	 	

(b) Employee acknowledges and agrees that he is bound by the confidentiality provisions of the Employment Agreement and that such terms remain in full force and effect.
 
(c) Employee represents that Employee has not taken, used or knowingly permitted to be used any notes, memorandum, reports, list, records, drawings, sketches, specifications, software programs, data, documentation or other materials of any nature relating to any matter within the scope of the business of Safeguard or its affiliated or parent companies or concerning any of its dealings or affairs otherwise than for the benefit of Safeguard. Employee shall not, after the termination of Employee’s employment, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of Safeguard and that immediately upon the termination of Employee’s employment, Employee shall deliver all of the foregoing, and all copies thereof, to Safeguard, at its main office.
 
(d) In accordance with normal ethical and professional standards, Safeguard and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that Safeguard’s obligation under this paragraph extends only to the conduct of Safeguard’s executive officers. The only exception to the foregoing shall be in those circumstances in which Employee or Safeguard is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedings.
 
5. Indemnity and Assistance.
 
(a) This Agreement shall not release Safeguard, or any of its insurance carriers from any obligation it or they might otherwise have to defend and/or indemnify Employee and hold harmless any other director or officer and Safeguard hereby affirms its obligation to provide indemnification to Employee as a director, officer or former director or officer of Safeguard, as the case may be, as set forth in Safeguard’s bylaws and charter documents or in any indemnification agreement between Employee and Safeguard.
 
(b) Employee agrees that Employee will personally provide reasonable assistance and cooperation to Safeguard in activities related to the prosecution or defense of any pending or future lawsuits or claims involving Safeguard.

 	12 	 	

6. General.
 
(a) Employee acknowledges and agrees that he has 21 days to consider this Agreement, and that Employee has been advised by Safeguard, in writing, to consult with his attorney before signing this Agreement, and that Employee had discussed this matter with his attorney before signing it. Employee further acknowledges that Safeguard has advised him that he may revoke this Agreement for a period of seven calendar days after it has been executed, with the understanding that Safeguard has no obligations under this Agreement until the seven-day period has passed. If the seventh day is a weekend or national holiday, Employee will have until the next business day to revoke. Any revocation must be in writing and received by Safeguard at its facility located at 170 North Radnor Chester Road, Suite 200, Radnor, PA 19087, Attention: General Counsel.
 
(b) Employee has carefully read and fully understands all of the provisions of this Agreement which set forth the entire agreement between him and Safeguard with respect to the subject matter hereto, and he acknowledges that he has not relied upon any representation or statement, written or oral, not set forth in this document.
 
(c) This Agreement is made in the Commonwealth of Pennsylvania and shall be interpreted under the laws thereof. Its language shall be construed as a whole, to give effect to its fair meaning and to preserve its enforceability.
 
(d) Employee agrees that any breach of this Agreement by Employee will cause irreparable damage to Safeguard and that in the event of such breach Safeguard shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation of Employee’s obligations hereunder.
 
(e) No term or condition set forth in this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Employee and an officer of Safeguard specifically and duly authorized by the Board of Directors of Safeguard.
 
(f) Any waiver by Safeguard of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of such provision or any other provision hereof.
 
(g) Each covenant, paragraph and division of this Agreement is intended to be severable and distinct, and if any paragraph, subparagraph, provision or term of this Agreement is deemed to be unlawful or unenforceable, such a determination will not impair the legitimacy or enforceability of any other aspect of the Agreement.
 
(h) This Agreement is intended to be for the benefit of, and shall be enforceable by, Safeguard. Except as provided in the prior sentence, this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any person or entity other than the parties hereto and their respective heirs, representatives, successors and permitted assigns.
 
(i) This Agreement is not to be construed as an admission of any violation of any federal, state or local statute, ordinance or regulation or of any duty owed by Safeguard to Employee. There have been no such violations, and Safeguard specifically denies any such violations.

 	13 	 	

(j) This Agreement may be executed, including execution by facsimile signature, in multiple counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written above.
 
Date:
    , 20
 
_______________________
Brian J. Sisko

Safeguard Scientifics, Inc.

Date
    , 20
 
By:
 
_______________________
Name:
Title:

 	14 	 	

Exhibit 99.6
 
September 1, 2015

Via Email
Dave Kille
4213 Sir Andrew Circle
Doylestown, PA 18902
davekille1@gmail.com
 
Dear Dave:
 
Congratulations! Safeguard Scientifics, Inc. is pleased to offer you a position as Corporate Controller on our Finance/Accounting team, on the terms and subject to the conditions set forth in this letter.  It would be intended that you would assume this position on or before October 5, 2015 (the “Commencement Date”). This offer will remain open until the close of business on September 9, 2015.
 
Salary and Bonus . The annual base salary associated with this position is $175,000. As a matter of maintaining competitive employment terms, salaries are reviewed annually against internal and external peer groups, and individual performance, and, if appropriate, adjusted upwards.
 
You will also be eligible to participate in the Safeguard annual management incentive program (MIP), at a target annual incentive payment of $52,500 (which is approx 30% of your initial base salary). Your MIP target bonus for 2015 will be prorated based upon your actual Commencement Date. Actual payments under the MIP are determined annually by the Compensation Committee of our Board of Directors after our year-end audited results are available. Your actual individual incentive payment amount will be determined based upon your achievement of individual performance objectives and by the overall performance of Safeguard.
 
Option Grant . Subject to required approval, you will be granted options to acquire 10,000 shares of Safeguard common stock under Safeguard’s equity plans. The options will be granted on the quarterly grant date established by our Compensation Committee next following your start date (the “Grant Date”). Your initial option grant will vest on a “time” basis (the “time-based” options): 25% will vest on the first anniversary of the Grant Date and the remaining 75% will vest in equal monthly installments during the three-year period commencing on the first anniversary of the Grant Date, assuming your continued employment as of those dates. The options will have an exercise price equal to the mean of the high and low sales prices of Safeguard common stock on the Grant Date and will expire on the eighth anniversary of the Grant Date (subject to earlier termination in accordance with the option plan). In general, except as otherwise provided in this Agreement or in the option agreement, your unvested stock options will be forfeited if you do not continue in active service to the Company through the applicable vesting date. You will be eligible for additional grants from time to time as the compensation committee approves additional grants.

 

Fringe Benefits . You will also be eligible to participate in Safeguard’s health, dental, vision, disability, 401(k), and other benefit plans generally available to Safeguard employees from time to time. And, you will be entitled to accrue vacation at the annual rate of three weeks of vacation per calendar year. The first year’s vacation will be pro-rated based on your commencement date.
 
Terms of Employment, Agreements . You will be an employee-at-will and subject to the arrangements described in Safeguard’s employee handbook as modified from time to time. In addition, this offer is subject to your agreement to comply with various covenants designed to protect Safeguard’s confidential information and employee and customer relationships. These provisions are contained in a Confidentiality & Intellectual Property Assignment Agreement, a copy of which is attached. We will need to receive a signed copy of the agreement prior to your start date. This offer is contingent upon the results of a background check and immigration/citizenship status verification. Please complete and return the Investigation Authorization, Waiver & Release form which explains the purpose and the nature of this background check.
 
I trust you will enjoy the challenges and opportunities of working in a dynamic environment, and look forward to a mutually rewarding association.  If these terms are agreeable, please signify your acceptance below and return one copy to me along with the executed Confidentiality & Intellectual Property Assignment Agreement and background check forms. If there are any other questions, please do not hesitate to contact me.
 
Once again, congratulations and I look forward to working with you.
 
Sincerely,

/s/ Brian J. Sisko
Brian J. Sisko
Executive Vice President and Managing Director
 
Attachments

Agreed and accepted:	/s/ Dave Kille	9/1/15	
 	Name	Date	

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CONFIDENTIALITY & INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
 
In consideration and as a condition of my employment by the Company, I hereby agree with the Company as follows:
 
1.         Definitions . The term “Company” shall include Safeguard Scientifics, Inc., its subsidiaries and affiliates. The Company shall have the right to assign this Agreement to its successors and assigns, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by said successors or assigns. The term “Partner Company” shall mean any person or entity with which, at the time of determination, the Company has made, or is actively considering making, (i) an equity or debt financing, issuance, purchase, exchange or transfer arrangement, (ii) an acquisition, sale, exchange or transfer of any material assets, or (iii) a strategic alliance or exclusive license of intellectual property (each of the foregoing, a “Safeguard Transaction”).
 
2.        Confidentiality and Non-Disclosure . I will not at any time, whether during or after the termination of my employment, reveal to any person or entity any of the trade secrets or confidential information of the Company or of any third party which the Company is under an obligation to keep confidential (including but not limited to trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, databases, projects, plans, proposals, financial information, financing arrangements, sales terms and business methods), except as may be required in the ordinary course of performing my duties as an employee of the Company, and I shall keep secret all matters entrusted to me and shall not use or attempt to use any such information in any manner which may injure or cause loss or may be calculated to injure or cause loss whether directly or indirectly to the Company.
 
The above restrictions shall not apply to information that I can demonstrate by competent evidence: (i) was or comes into the public domain through no fault of my own; (ii) was received from a third party outside of the Company without a breach of any confidentiality obligation; (iii) was approved for release by written authorization of the Company; or (iv) may be required by law or an order of any court, agency or proceeding to be disclosed; provided, I shall provide the Company notice of any such required disclosure once I have knowledge of it and will help the Company to the extent reasonable to obtain an appropriate protective order.
 
Further, I agree that during my employment I shall not take, use or permit to be used any notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation or other materials of any nature relating to any matter within the scope of the business of the Company or a Partner Company or concerning any of its dealings or affairs otherwise than for the benefit of the Company or as applicable, a Partner Company. I further agree that I shall not, after the termination of my employment, use or permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company and that immediately upon the termination of my employment I shall deliver all of the foregoing, and all copies thereof, to the Company’s Legal Department at the Company’s main office.
 
3.        Ownership of Inventions and Ideas . I acknowledge that the Company shall be the sole owner of all the results and proceeds of my service hereunder, including but not limited to, all patents, patent applications, patent rights, formulas, models, data, algorithms, copyrights, inventions, developments, discoveries, other improvements, data, documentation, drawings, charts, and other written, audio and/or visual materials relating to equipment, methods, products, processes, or programs in connection with or useful to the business of the Company or a Partner Company (collectively, the “Developments”) which I, by myself or in conjunction with any other person, may conceive, make, acquire, acquire knowledge of, develop or create during the term of my employment hereunder, free and clear of any claims by me (or any successor or assignee of mine) of any kind or character whatsoever other than my right to the salary I receive from time to time from the Company. I acknowledge that all copyrightable Developments shall be considered works made for hire under the Federal Copyright Act. I hereby assign and transfer my right, title and interest in and to all such Developments, and agree that I shall, at the request of the Company, execute or cooperate with the Company in any patent applications, execute such assignments, certificates or other instruments, and do any and all other acts, as the Company from time to time reasonably deems necessary or desirable to evidence, establish, maintain, perfect, protect, enforce or defend the Company's right, title and interest in or to any such Developments.

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4.        Non-Solicitation . While I am employed at the Company and for a period of one year after termination of my employment (for any reason, whether voluntary or involuntarily), I agree that I will not:
 
(i)       directly or indirectly solicit, entice or induce any Partner Company or prospective Partner Company with which the Company was having discussions at any time within the preceding six months to (a) commence or participate in discussions or activities regarding, or to enter into, a Safeguard Transaction with any other person or entity, (b) cease or diminish any such discussions or activities with the Company or any Partner Company or (c) otherwise cease or diminish its business with the Company, and I shall not approach any such person or entity for such purpose or authorize or knowingly approve the taking of such actions by any other person or entity; or
 
(ii)       directly or indirectly (a) solicit, recruit or hire any employee or partner of the Company or any Partner Company to work for a person or entity other than the Company or the respective Partner Company, or (b) engage in any activity that would cause any employee or partner of the Company or any Partner Company to violate any duty to or agreement with the Company or a Partner Company.
 
5.        Prior Restrictive Covenants . I represent that I have delivered to the Company’s General Counsel copies of any agreements or arrangements which may restrict or prohibit the performance by me of any of my duties or responsibilities. I agree that I shall comply with any such agreements or arrangements and shall consult with the General Counsel of the Company in the event that I believe that such compliance in any way is a constraint to the aggressive performance of my duties or responsibilities. Without limiting the generality of the foregoing, I agree that I will not bring to any Company or Partner Company facility any information or materials with me which are subject to confidentiality obligations owed to my prior employers or others, nor shall I use any such confidential information or materials in performing my duties for the Company or any Partner Company. I acknowledge that my breach of this Section 5 would materially harm the Company, and that in such event the Company may terminate me for cause.
 
6.        Reasonable Restrictions . I agree that any breach of this Agreement by me will cause irreparable damage to the Company and that in the event of such breach the Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation of my obligations hereunder. I hereby acknowledge that the types and periods of restriction imposed in the provisions of this Agreement are fair and reasonable and are reasonably required for the protection of the Company and the goodwill associated with the business of the Company. I represent that my experience and capabilities are such that the restrictions contained herein will not prevent me from obtaining employment or otherwise earning a living at the same general economic benefit as reasonably required by me. I further agree that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity or subject so as to be unenforceable at law, such provision or provisions shall be construed by the appropriate judicial body by limiting and reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear.

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7.        Resignation as Director and Officer . Upon termination of employment with the Company, I shall resign from all board and officer positions I hold with the Company and all Partner Companies (and all affiliates and subsidiaries of Partner Companies). In this regard, I agree upon the Company’s request from time to time to sign and deliver to the Company resignation letters acceptable to the Company.
 
8.        Withholding . I acknowledge and agree that the Company is entitled to withhold applicable taxes and other legally required deductions from all payments and other benefits and obligations of the Company to me.
 
9.        General . I understand that this Agreement does not create an obligation on the Company or any other person or entity to continue my employment or to exploit any Development. Any waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of such provision or any other provision hereof. No term or condition set forth in this letter may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by me and an authorized executive officer of the Company. My obligations under this Agreement shall survive the termination of my employment regardless of the manner of such termination and shall be binding upon my heirs, executors, administrators and legal representatives. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Any controversy or claim arising out of or relating to this agreement, or the breach thereof, will be settled by arbitration in Philadelphia, Pennsylvania, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, using one arbitrator, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. In any suit, action or procedure by either party to enforce any provisions of this Agreement, the prevailing party shall be entitled to recover reasonable costs, expenses and attorney's fees from the other party.
 
IN WITNESS WHEREOF, the undersigned has executed this Agreement as a sealed document as of this 1 day of September , 2015.

 	/s/ Dave Kille	 	
 	Signature	 	
 	 	 	
 	Dave Kille	 	
 	Name - Please Print	 	

 	 	 	
 	 	 	
 	Address	 	

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Exhibit 99.7

170 N. Radnor-Chester Road
Suite 200
Radnor, PA 19087
610.293.0600
(FAX) 610.293.0601
 
April 6, 2018
 
Dave Kille
4213 Sir Andrew Circle
Doylestown, PA 18902
 
Dear Dave:
 
This letter is intended to amend the provisions of your offer letter from Safeguard Scientifics, Inc. dated September 1, 2015 (“Offer Letter”) in order to reflect your appointment as Chief Financial Officer / Senior Vice President, effective on June 1, 2018 (the “Effective Date”), for a term ending May 31, 2019 (the “Term”) and thereafter continuing on an “at-will” basis. Other than as set forth below, the terms of the Offer Letter remain unchanged.
 
The following provisions are hereby added to the beginning of the Offer Letter as of the Effective Date:
 
	·	Salary and Cash Incentives . Your minimum annualized base salary will be $250,000. As a matter of maintaining competitive employment terms, salaries are reviewed annually against internal and external peer groups, and individual performance, and, if appropriate, adjusted upwards.	
 
You will also be eligible to participate in the Safeguard annual management incentive program (MIP), at a target payout of $125,000, pro-rated for 2018. The overall MIP goals are determined at the beginning of each year, and approved for payment annually, after the year-end audited results, by the Compensation Committee of the Board. Actual payments of amounts pursuant to your MIP award will be made to you on or after January 1, but prior to March 15, of the calendar year next following the calendar year in which the payment is earned, subject to completion of Safeguard’s audit for the applicable fiscal year. Your individual actual payout amount will be determined by your performance against your individual objectives and by the overall performance of Safeguard against established corporate objectives.

 

The following “Severance Benefits” section is hereby added to the Offer Letter as of the Effective Date:
 
Severance Benefits . Subject to the terms and conditions of this letter, in the event Safeguard terminates your employment without “cause”, Safeguard will provide you the following benefits which shall be the only severance benefits or other payments in respect of your employment with Safeguard to which you shall be entitled. Without limiting the generality of the foregoing, these benefits are in respect of all salary, bonus, accrued vacation and other rights which you may have against Safeguard or its affiliates.
 
	·	You will be paid a lump sum in an amount equivalent to i) the amount of final annual salary and annual incentive (at target) which would have been paid to you for the balance of the Term, if any, plus ii) one year (the “Severance Period”) of your final base salary, less applicable tax deductions and withholdings.	
 
	·	You will continue vesting through the end of the Term and during the Severance Period in all equity awards granted to you. Vested stock options remain exercisable until the end of the 90-day period following the Severance Period (unless any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration).	
 
	·	If the termination that qualifies you for severance benefits occurs prior to the end of the Term or on or after the end of the Term, you will be eligible to receive a payment in respect of your current year’s bonus equal to the product of (i) your annual target bonus, multiplied by (ii) Safeguard’s percentage achievement of its annual Management Incentive Plan objectives as such percentage achievement shall be determined by the Compensation Committee, in its discretion, as of the end of the calendar quarter closest to your date of termination, multiplied by (iii) a fraction, the numerator of which is the number of days in Safeguard’s fiscal year elapsed at the time of the termination and the denominator of which is 365. Payment under this provision will be made within 60 days after the end of the quarter in which the determination referred to in (ii) above is made.	
 	 	 	
 	·	Your medical and dental insurance and other health and welfare plan benefits will terminate on the last day of the month in which your employment terminates. Your COBRA notice will be given and benefit conversion privileges will begin the first day of the month following your termination of your employment. Safeguard will reimburse you with a single lump sum payment for your COBRA premiums for your health insurance (less any premium allocation that you are then paying) and dental through the end of the Severance Period, and in the event a termination that qualifies you for severance benefits occurs prior to the end of the Term, Safeguard will reimburse you with a single lump sum payment for your COBRA premiums for your health insurance (less any premium allocation that you are then paying) and dental through the end of the Term. Your single lump sum payment will be made within the later of 45 days after your date of termination or Safeguard?s receipt of your request for reimbursement, subject to your execution and non-revocation of the release described below.	

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In this letter, the term “cause” means (a) your failure to adhere to any written Safeguard policy in effect from time to time if you have been given a reasonable opportunity to comply with such policy or cure your failure to comply (which reasonable opportunity must be granted during the ten-day period preceding termination of this Agreement); (b) your appropriation (or attempted appropriation of a material business opportunity of Safeguard including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of Safeguard; (c) your misappropriation (or attempted misappropriation) of any of Safeguard’s funds or property; or (d) your conviction of, indictment for (or its procedural equivalent), or your entering of a guilty plea or plea of no contest with respect to, a felony, the equivalent thereof, or any other crime with respect to which imprisonment is a possible punishment.
 
This agreement will inure to the benefit of your personal representatives, executors, and heirs. In the event you die while any amount payable under this agreement remains unpaid, all such amounts will be paid in accordance with the terms and conditions of this letter.
 
All compensation and benefits described above will be contingent on your execution of a release, which is not subsequently rescinded, of all claims against Safeguard pursuant to Safeguard’s standard employee release form. You will have 21 days following your termination of employment in which to consider the release although you may execute it sooner. Please note that the release will have a rescission period of seven days.
 
No term or condition set forth in this letter may be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in writing and signed by you and the Chief Executive Officer, or another duly authorized officer, of Safeguard.
 
You acknowledge that the arrangements described in this letter will be the only obligations of Safeguard or its affiliates in connection with any determination by Safeguard to terminate your employment with Safeguard. This letter does not terminate, alter, or affect your rights under any plan or program of Safeguard in which you may participate, except as explicitly set forth herein. Your participation in such plans or programs will be governed by the terms of such plans and programs.
 
The obligations of Safeguard set forth in this letter are absolute and unconditional and will not be subject to any right of set-off, counterclaim, recoupment, defense, or other right which Safeguard may have against you, subject to, in the event of your termination of employment, your release of claims against Safeguard in Safeguard's standard employee release form. You will not be required to mitigate the amount of any payment provided for in this letter by seeking other employment or otherwise. Safeguard's obligations to make payments under this letter are unfunded and unsecured and will be paid out of the general assets of Safeguard.
 
This agreement will be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to the conflicts of laws rules of any state. Any controversy or claim arising out of or relating to this agreement, or the breach thereof, will be settled by arbitration in Philadelphia, Pennsylvania, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, using one arbitrator, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

 	3 	 	

To acknowledge your acceptance of the terms, kindly sign and return the enclosed copy of this amendment to me.
 
Sincerely,
 
/s/ Brian J. Sisko
 
Brian J. Sisko
Executive Vice President and Chief Operating Officer
Safeguard Scientifics, Inc.

Agreed and accepted: /s/ Dave Kille

Date: 4/9/18

 	4 	 	

Exhibit 99.8
 
Safeguard Scientifics, Inc.
170 North Radnor Chester Road
Suite 200
Radnor, PA 19087
610.293.0600
(FAX) 610.293.0601
 
April 6, 2018
 
Mr. Stephen T. Zarrilli
314 Jefferson Drive
Malvern, PA 19355
 
Dear Steve:
 
You previously entered into an employment letter, dated May 28, 2008, as amended most recently on December 28, 2012, (the “Prior Agreement”) with Safeguard Scientifics, Inc. (“Safeguard”). In order to reflect your transition from Chief Executive Officer of Safeguard to employee-advisor to the Board of Directors (the “Board”), effective on July 1, 2018, and your retirement from Safeguard on September 30, 2018 (the “Retirement Date”), this New Agreement will replace the Prior Agreement, which is then terminated.
 
You and Safeguard hereby agree that your position as Chief Executive Officer of Safeguard will end on July 1, 2018 and you will, on that date, resign from all positions with Safeguard and assume the role of employee-advisor to the Board. You and Safeguard further agree that you will retire from Safeguard on the Retirement Date. Until the Retirement Date, your compensation and benefits from Safeguard will continue without change.
 
Separation Benefits :
 
Subject to the terms and conditions set forth below, in the event that you remain with Safeguard until the Retirement Date, or are sooner terminated by the Company without “cause,” as defined below, and you execute and do not revoke this Agreement, including the release set forth below, and the Second Release, as defined below, Safeguard will provide you with reasonable secretarial assistance through December 31, 2018. The following separation benefits, together with the other provisions of this Agreement and any benefits or equity awards provided under the applicable terms of any other plan or program sponsored by the Safeguard (other than any plan, program or arrangement intended to pay severance benefits following termination of employment), and applicable to you, will be the only separation benefits or other compensation in respect of your employment with Safeguard to which you will be entitled following the Retirement Date.

 	  	 	

•               You will receive a payment in respect of your current year’s bonus equal to the product of (i) your annual target bonus (of at least $696,000), multiplied by (ii) Safeguard’s percentage achievement (not lower than 50%) of its currently effective annual Management Incentive Plan objectives as determined by the Compensation Committee as of the end of the calendar quarter closest to your Retirement Date, multiplied by (iii) a fraction, the numerator of which is the number of days in Safeguard’s fiscal year elapsed at your Retirement Date and the denominator of which is 365. Payment under this provision will be made within sixty (60) days after the end of the quarter for which the determination in (ii) is being made.
 
•               You will receive monthly payments of $145,000 on the 15th day of each month from October 15, 2018 through March 15, 2019, provided that the first such payment shall not be made until the Second Release becomes irrevocable.
 
•               You will receive payment of any earned, but not yet paid, salary and accrued vacation as of the next regularly scheduled payroll date following the Retirement Date.
 
•               You will be entitled to reimbursement by the Company of the cost of twelve months of COBRA continuation coverage with respect to medical insurance, less such co-payment amount payable by you under the terms of the Company’s medical insurance program, as may be amended from time to time. Such reimbursement shall only be made to the extent you continue to pay the monthly premiums for such medical insurance.
 
•               You will receive a lump sum payment equal to the cost that would be incurred by Safeguard, as reasonably determined by Safeguard, to waive the applicable premium otherwise payable for COBRA continuation coverage for you (and, to the extent covered immediately prior to your Retirement Date, your spouse and dependents) solely with respect to dental insurance for a period of twelve (12) months following the Retirement Date.
 
•               You will receive a lump sum cash payment equal to the cost of life insurance coverage for a period of twelve (12) months, based on Safeguard’s monthly cost of such coverage on your termination date. You should consult with Safeguard’s payroll staff concerning any life insurance policies.
 
•               On or before the end of the second calendar year beginning after your Retirement Date, Safeguard will reimburse you for up to $20,000 for documented outplacement services or office space which you secure within such time period.
 
•               You will be reimbursed promptly for all your reasonable and necessary business expenses incurred on behalf of Safeguard prior to your termination date in accordance with Safeguard’s customary policies.
 
•               You will be reimbursed promptly for all your reasonable legal fees and expenses in connection with the negotiation of this Agreement to a maximum of $7,500.
 
•               You will vest in your current interests under, and you will receive benefits in accordance with, the terms and conditions set forth in Safeguard’s various long-term incentive plans, through March 15, 2019. In addition, (A) your vested outstanding time-based stock options (vested at the Retirement Date or vesting through March 15, 2019) may be exercised during the thirty-six (36)-month period following your Retirement Date (unless, disregarding your retirement, any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration), and (B) you may exercise your vested outstanding market-based options (vested at the Retirement Date or vesting through March 15, 2019) during the twelve (12) month period following your Retirement Date (unless, disregarding your retirement, any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration).

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Notwithstanding the forgoing, in the event you are terminated by the Company without “cause,” prior to the Retirement Date but following a “change of control,” as defined below, of Safeguard (“Change of Control Termination”), then:
 
In lieu of the installments under the second bullet above, you will receive a lump sum payment equal to $870,000 to be made on the first regularly scheduled payroll date that occurs after the Second Release becomes irrevocable.
 
In lieu of the treatment of equity awards under the tenth bullet above, upon a Change of Control Termination, (A) you will become fully vested in all of your outstanding stock options and you may exercise (i) those stock options that were subject to time-based vesting during the thirty-six (36) month period following your termination of employment (unless, disregarding your termination of employment, any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration), and (ii) those stock options that were subject to market-based vesting during the twenty-four (24) month period following your termination of employment (unless, disregarding your termination of employment, any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration), and (B) you will become fully vested in all of your outstanding restricted stock awards and deferred stock units, if any.
 
Upon a Change of Control Termination, if it is determined that any payment or distribution by Safeguard of benefits provided under this Agreement or any other benefits due upon a change of control (the “Change of Control Benefits”) would constitute an “excess parachute payment” within the meaning of section 280G of the Code that would be subject to an excise tax under section 4999 of the Code (the “Excise Tax”), the following provisions will apply, unless provided otherwise in the applicable plan, program or agreement that provides change of control payments that are not paid pursuant to this Agreement. If the aggregate present value to you of receiving the Change of Control Benefits and paying the Excise Tax is not greater than the aggregate present value to you of the Change of Control Benefits reduced to the safe harbor amount (as defined below), then Safeguard will reduce the Change of Control Benefits such that the aggregate present value to you of receiving the Change of Control Benefits is equal to the safe harbor amount. Otherwise you will receive the full amount of the Change of Control Benefits and you will be responsible for payment of the Excise Tax. For purposes of this paragraph “present value” will be determined in accordance with Section 280G(d)(4) of the Code and the term “safe harbor amount” will mean an amount expressed in the present value that maximizes the aggregate present value of the Change of Control Benefits without causing any of the Change of Control Benefits to be subject to the deduction limitations set forth in Section 280G of the Code.

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All determinations made pursuant to the foregoing paragraph will be made by a professional advisor selected by Safeguard (the “Professional Advisor”), which firm will provide its determinations and any supporting calculations both to Safeguard and to you within ten days of the date of the Change of Control Termination. Any such determination by the Professional Advisor will be binding upon you and Safeguard. If any reduction in the Change of Control Benefits is required in accordance with the preceding paragraph, such Change of Control Benefits will be reduced in the order that maximizes their after-tax economic value to you. All of the fees and expenses of the Professional Advisor in performing the determinations referred to above will be borne solely by Safeguard.
 
For the purposes of determining whether a Change of Control Termination has occurred, a “change of control” will be deemed to have occurred if (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than any Safeguard employee stock ownership plan or an equivalent retirement plan, becomes the beneficial owner (as such term is used in Section 13(d) of the Exchange Act), directly or indirectly, of securities of Safeguard representing 50% or more of the combined voting power of Safeguard’s then outstanding voting securities, (ii) the Board ceases to consist of a majority of Continuing Directors (as defined below), (iii) the consummation of a sale of all or substantially all of Safeguard’s assets or a liquidation (as measured by the fair value of the assets being sold compared to the fair value of all of Safeguard’s assets), or (iv) a merger or other combination occurs such that a majority of the equity securities of the resultant entity after the transaction are not owned by those who owned a majority of the equity securities of Safeguard prior to the transaction. A “Continuing Director” will mean a member of the Board who either (i) is a member of the Board at the date of this Agreement or (ii) is nominated or appointed to serve as a Director by a majority of the then Continuing Directors.
 
All compensation and benefits described in this Section entitled “Separation Benefits” (other than earned salary and bonus, accrued vacation and reimbursement of business expenses) are offered in return for and contingent on your execution, non-revocation and performance of the General Release and Agreement substantially in the form attached to this Letter Agreement as Exhibit A (the “Second Release”) and will be subject to the Safeguard clawback Policy to which you are now subject.
 
Except as otherwise specifically provided in this section entitled “Separation Benefits,” and subject to the requirements of the section hereof entitled “Section 409A Compliance” below, Safeguard will pay or commence the payments of the Separation Benefits, described above, within thirty (30) days of your Retirement Date, subject to your execution and non-revocation (through the end of any applicable revocation period) within such period of the release (which will be substantially in the form attached as Exhibit A to this letter) and to such release becoming effective. Safeguard will prepare the final release within two business days of your Retirement Date. You will have 21 days in which to consider the release although you may execute it sooner. Please note that the release has a rescission period of seven days after which it becomes effective if not revoked. All other payments (except the monthly installment payments due under the second bullet above) will be made to you on the next regularly scheduled payroll date after the date on which they become due.

 	4 	 	

In this letter, the term “cause” means (a) your failure to adhere to any written Safeguard policy if you have been given a reasonable opportunity to comply with such policy or cure your failure to comply (which reasonable opportunity must be granted during the ten-day period preceding termination of this Agreement); (b) your appropriation (or attempted appropriation) of a material business opportunity of Safeguard, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of Safeguard; (c) your misappropriation (or attempted misappropriation) of any Safeguard fund or property; or (d) your conviction of, or your entering a guilty plea or plea of no contest with respect to, a felony, the equivalent thereof, or any other crime with respect to which imprisonment is a possible punishment.
 
Terms of Employment, Agreements, Miscellaneous . You will continue be an employee-at-will and subject to the arrangements described in Safeguard’s employee handbook as modified from time to time.
 
You will not serve as an employee or officer (or director or advisor, but only until July 1, 2018) of any company that is not affiliated with Safeguard without the consent of our Board of Directors, provided, however, that you will be permitted to serve on the boards of those companies and not-for-profit entities identified on Exhibit B attached to this letter for which you currently serve as a director, provided that your service on such boards does not materially affect your ability to perform your services hereunder.
 
The provisions set forth in this Agreement will inure to the benefit of your personal representative, executors and heirs. In the event you die while any amount payable under the Agreement remains unpaid, all such amounts will be paid in accordance with the terms and conditions of this letter.
 
No term or condition set forth in this letter may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and the Board of Safeguard or a duly authorized officer of Safeguard.
 
You will not be required to mitigate the amount of any payment provided for in this letter by seeking other employment or otherwise.
 
You acknowledge that the arrangements described in this Agreement will be the only obligations of Safeguard or its affiliates in connection with any determination by Safeguard to terminate your employment with Safeguard. This Agreement does not terminate, alter or affect your rights under any plan or program of Safeguard in which you may participate or under which you are due a benefit, except as explicitly set forth herein. Your participation in such plans or programs will be governed by the terms of such plans and programs.
 
The provisions set forth in this Agreement will be construed and enforced in accordance with the law of the Commonwealth of Pennsylvania without regard to the conflicts of laws rules of any state.

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Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by arbitration in Philadelphia, Pennsylvania, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, using one arbitrator, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
 
The obligations of Safeguard set forth herein are absolute and unconditional and, subject to any statutory or regulatory requirements, will not be subject to any right of set-off, counterclaim, recoupment, defense or other right which Safeguard may have against you, subject to, in the event of your termination of employment, your execution and performance of the General Release and Agreement substantially in the form attached to this letter agreement as Exhibit A.
Safeguard may withhold applicable taxes and other legally required deductions from all payments to be made hereunder.
 
Safeguard’s obligations to make payments under this letter are unfunded and unsecured and will be paid out of the general assets of Safeguard.
 
Compliance with Section 409A of the Code .
 
Compliance. This Agreement is intended to provide compensation that is exempt from the restrictions set forth in section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). However, to the extent that the amounts payable under this Agreement are determined to be deferred compensation within the meaning of section 409A, this Agreement will be interpreted to avoid any penalty sanctions under section 409A of the Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A, then such benefit or payment will be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” within the meaning of such term under section 409A of the Code, each payment made under this Agreement will be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. In no event will you, directly or indirectly, designate the calendar year of any payments to be made to you under this Agreement. All reimbursements and in-kind benefits provided under this Agreement will be made or provided in accordance with the requirements of section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement) or, solely with respect to payments due after the Executive’s death, for expenses incurred during Executive’s lifetime and the five-year period following his death, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

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Payment Delay. Notwithstanding any provision in this Agreement to the contrary, if at the time of your separation from service with Safeguard, Safeguard has securities which are publicly-traded on an established securities market and you are a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any severance payments otherwise payable pursuant to this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then Safeguard will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to you) that are not otherwise paid within the short-term deferral exception under section 409A of the Code and are in excess of the lesser of two times (i) your annualized compensation for the immediately preceding calendar year or (ii) the limit on compensation then set forth in section 401(a)(17) of the Code, until the first payroll date that occurs after the date that is six months following the your “separation from service” with Safeguard (as defined under section 409A of the Code). If any payments are postponed due to such requirements, such postponed amounts will be paid in a lump sum to you on the first payroll date that occurs after the date that is six months following your “separation from service” with Safeguard. If you die during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A of the Code will be paid to the personal representative of your estate within 60 days after the date of your death.
 
Release .
 
(a) In exchange for the obligations of Safeguard as set forth in this Letter Agreement, you, intending to be legally bound, do hereby REMISE, RELEASE AND FOREVER DISCHARGE Safeguard, of and from any and all waivable causes of actions, suits, debts, claims and demands whatsoever in law or in equity, which you ever had, now has, or hereafter may have or which your heirs, executors or administrators may have, by reason of any matter, cause or thing whatsoever, from the beginning of your employment with Safeguard to the date of this Letter Agreement, and particularly, but without limitation, any claims arising from or relating in any way to your employment or the termination of your employment relationship with Safeguard, including, but not limited to, any claims arising under any federal, state, or local laws, including Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., (“Title VII”), the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq. (the “ADEA”), the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq. (“ADA”), Employee Retirement Income Security Act of 1974, as amended 29 U.S.C. § 301, et seq., as amended (“ERISA”), the Pennsylvania Wage Payment and Collection Law, Pa. Stat. Ann. tit. 43 §§ 260.1-260.11a (“WPCL”), the Pennsylvania Human Relations Act, 43 P.S. § 951 et seq. (the “PHRA”), and any and all other federal, state or local laws, regulations, ordinances or public policies and any common law claims now or hereafter recognized, including claims for wrongful discharge, slander and defamation, as well as all claims for counsel fees and costs; provided, however, that you do not release or discharge Safeguard from any of its continuing obligations to you expressly set forth in this Letter agreement, your rights as a shareholder of Safeguard or to indemnification (including any D&O insurance coverage) as an officer and director of Safeguard or claims for benefits (not including severance benefits) under Safeguard’s employee welfare benefit plans and employee pension benefit plans, subject to the terms and conditions of those plans.

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(b) By signing this Letter Agreement, you represent that you have commenced any proceeding against Safeguard in any forum (administrative or judicial) concerning your employment or the termination thereof. If your employment with Safeguard has been terminated on or before the date of this Agreement, you further acknowledge that you were given sufficient notice under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) and that the termination of your employment does not give rise to any claim or right to notice, or pay or benefits in lieu of notice under the WARN Act. In the event any WARN Act issue does exist or arises in the future, you agree and acknowledge that the payments and benefits set forth in this Agreement shall be applied to any compensation or benefits in lieu of notice required by the WARN Act, provided that any such offset shall not impair or affect the validity of any provision of this Letter Agreement.
 
(c) You acknowledge that Safeguard’s obligations under this Letter Agreement are the only obligations of Safeguard or its parent organizations or affiliates in connection with the matters described herein and therein.
 
(d) You agree and acknowledge that this Letter Agreement is not and shall not be construed to be an admission by Safeguard of any violation of any federal, state or local statue, ordinance or regulation or of any duty owed by Safeguard to you.
 
This Agreement constitutes the entire agreement and understanding with respect to your severance arrangements, and supersedes any and all prior agreements and understandings whether oral or written, relating thereto.
 
If this letter sets forth our agreement on the subject matter hereof, including the release set forth above, kindly sign and return to us the enclosed copy of this letter which will then constitute our legally binding agreement.
 
Sincerely,
 
Safeguard Scientifics, Inc.

By: /s/ Julie A. Dobson

I agree to be bound by the terms and conditions of this letter agreement, including the release.
 
/s/ Stephen T. Zarrilli                           
Stephen T. Zarrilli

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EXHIBIT A
GENERAL RELEASE AND AGREEMENT
 
This GENERAL RELEASE AND AGREEMENT (hereinafter the “Agreement”) is made and entered into as of this _____ day of October, 2018 , by and between Safeguard Scientifics, Inc. (“Safeguard”) and Stephen Zarrilli (“Employee”).
 
1. Background. The parties hereto acknowledge that this Agreement is being entered into pursuant to the terms of the employment letter agreement, dated April 5, 2018 between Safeguard and Employee (the “Employment Agreement”). As used in this Agreement, any reference to Safeguard shall include its predecessors and successors and, in their capacities as such, all of its present, past, and future directors, officers, employees, attorneys, insurers, agents and assigns; and any reference to Employee shall include, in their capacities as such, his attorneys, heirs, administrators, representatives, agents and assigns.
 
2. General Release.
 
(a) Employee, for and in consideration of the special benefits offered to him by Safeguard specified in the Employment Agreement and intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE Safeguard, of and from any and all waivable causes of actions, suits, debts, claims and demands whatsoever in law or in equity, which Employee ever had, now has, or hereafter may have or which Employee’s heirs, executors or administrators may have, by reason of any matter, cause or thing whatsoever, from the beginning of Employee’s employment with Safeguard to the date of this Agreement, and particularly, but without limitation, any claims arising from or relating in any way to Employee’s employment or the termination of Employee’s employment relationship with Safeguard, including, but not limited to, any claims arising under any federal, state, or local laws, including Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., (“Title VII”), the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq. (the “ADEA”), the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq. (“ADA”), Employee Retirement Income Security Act of 1974, as amended 29 U.S.C. § 301, et seq., as amended (“ERISA”), the Pennsylvania Wage Payment and Collection Law, Pa. Stat. Ann. tit. 43 §§ 260.1-260.11a (“WPCL”), the Pennsylvania Human Relations Act, 43 P.S. § 951 et seq. (the “PHRA”), and any and all other federal, state or local laws, regulations, ordinances or public policies and any common law claims now or hereafter recognized, including claims for wrongful discharge, slander and defamation, as well as all claims for counsel fees and costs; provided, however, that the Employee does not release or discharge Safeguard from any of its continuing obligations to him expressly set forth in this Agreement and the Employment Agreement, claims for benefits (not including severance benefits) under Safeguard’s employee welfare benefit plans and employee pension benefit plans, subject to the terms and conditions of those plans or the Employee’s rights as a shareholder of Safeguard or to indemnification as an officer and director of Safeguard (including any D&O insurance coverage).

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(b) By signing this Agreement, Employee represents that Employee has not commenced any proceeding against Safeguard in any forum (administrative or judicial) concerning Employee’s employment or the termination thereof. Employee further promises not to initiate a lawsuit or to bring any other claim against the other arising out of or in any way related to Employee’s employment by the Company or the termination of that employment. This Agreement will not prevent Employee from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however , that any claims by Employee for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred. If Employee’s employment with Safeguard has been terminated on or before the date of this Agreement, Employee further acknowledges that Employee was given sufficient notice under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) and that the termination of Employee’s employment does not give rise to any claim or right to notice, or pay or benefits in lieu of notice under the WARN Act. In the event any WARN Act issue does exist or arises in the future, Employee agrees and acknowledges that the payments and benefits set forth in this Agreement shall be applied to any compensation or benefits in lieu of notice required by the WARN Act, provided that any such offset shall not impair or affect the validity of any provision of this Agreement or the Employment Agreement.
 
(c) Employee agrees that in the event of a breach of any of the terms of this Agreement, Safeguard shall be entitled to recover attorneys’ fees and costs in an action to prosecute such breach, in addition to compensatory damages, and may cease to make any payments then due under this Agreement or the Employment Agreement.
 
(d) Except as otherwise specifically set forth herein, Employee acknowledges that Safeguard’s obligations under the Employment Agreement and this Agreement are the only obligations of Safeguard or its parent organizations or affiliates in connection with the matters described herein and therein.
 
(e) Employee agrees and acknowledges that this Agreement is not and shall not be construed to be an admission by Safeguard of any violation of any federal, state or local statue, ordinance or regulation or of any duty owed by Safeguard to Employee.
 
3. Confidentiality; Non-Disparagement.
 
(a) Except to the extent required by law, including SEC disclosure requirements, Safeguard and Employee agree that the terms of this Agreement will be kept confidential by both parties, except that Employee may advise his family and confidential advisors, and Safeguard may advise those people needing to know to implement the above terms.

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(b) Employee acknowledges and agrees that he is bound by the confidentiality provisions of the Employment Agreement and that such terms remain in full force and effect. However, Employee and Safeguard agree that nothing in this Agreement prevents or prohibits Employee from (i) making any disclosure of relevant and necessary information or documents in connection with any charge, action, investigation, or proceeding relating to this Agreement, or as required by law or legal process; (ii) participating, cooperating, or testifying in any charge, action, investigation, or proceeding with, or providing information to, any self-regulatory organization, governmental agency or legislative body, and/or pursuant to the Sarbanes-Oxley Act, or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization. To the extent permitted by law, upon receipt of any subpoena, court order or other legal process compelling the disclosure of any such information or documents, Employee agrees to give prompt written notice to Safeguard so as to permit it to protect its interests in confidentiality to the fullest extent possible.
 
(c) Employee represents that Employee has not taken, used or knowingly permitted to be used any notes, memorandum, reports, list, records, drawings, sketches, specifications, software programs, data, documentation or other materials of any nature relating to any matter within the scope of the business of Safeguard or its affiliated or parent companies or concerning any of its dealings or affairs otherwise than for the benefit of Safeguard. Employee shall not, after the termination of Employee’s employment, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of Safeguard and that immediately upon the termination of Employee’s employment, Employee shall deliver all of the foregoing, and all copies thereof, to Safeguard, at its main office. Employee may retain his iPad and laptop after he allows Safeguard personnel to remove any Safeguard software, programs and confidential information.
 
(d) In accordance with normal ethical and professional standards, Safeguard and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that Safeguard’s obligation under this paragraph extends only to the conduct of Safeguard’s executive officers. The only exception to the foregoing shall be in those circumstances in which Employee or Safeguard is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedings.
 
4. Indemnity and Assistance.
 
(a) This Agreement shall not release Safeguard, or any of its insurance carriers from any obligation it or they might otherwise have to defend and/or indemnify Employee and hold harmless any other director or officer and Safeguard hereby affirms its obligation to provide indemnification to Employee as a director, officer or former director or officer of Safeguard, as the case may be, as set forth in Safeguard’s bylaws and charter documents or in any indemnification agreement between Employee and Safeguard.

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(b) Employee agrees that Employee will personally provide reasonable assistance and cooperation to Safeguard in activities related to the prosecution or defense of any pending or future lawsuits or claims involving Safeguard.
 
5. General.
 
(a) Employee acknowledges and agrees that he has 21 days to consider this Agreement, and that Employee has been advised by Safeguard, in writing, to consult with his attorney before signing this Agreement, and that Employee had discussed this matter with his attorney before signing it. Employee further acknowledges that Safeguard has advised him that he may revoke this Agreement for a period of seven calendar days after it has been executed, with the understanding that Safeguard has no obligations under this Agreement until the seven-day period has passed. If the seventh day is a weekend or national holiday, Employee will have until the next business day to revoke. Any revocation must be in writing and received by Safeguard at its facility located at 170 North Radnor Chester Road, Suite 200, Radnor, PA 19087 , Attention: President and Chief Executive Officer, with a copy to the General Counsel, Safeguard Scientifics, Inc..
 
(b) Employee has carefully read and fully understands all of the provisions of this Agreement which set forth the entire agreement between him and Safeguard with respect to the subject matter hereto, and he acknowledges that he has not relied upon any representation or statement, written or oral, not set forth in this document.
 
(c) This Agreement is made in the Commonwealth of Pennsylvania and shall be interpreted under the laws thereof. Its language shall be construed as a whole, to give effect to its fair meaning and to preserve its enforceability.
 
(d) Employee agrees that any breach of this Agreement by Employee will cause irreparable damage to Safeguard and that in the event of such breach Safeguard shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation of Employee’s obligations hereunder.
 
(e) No term or condition set forth in this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Employee and an officer of Safeguard specifically and duly authorized by the Board of Directors of Safeguard.
 
(f) Any waiver by Safeguard of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of such provision or any other provision hereof.
 
(g) Each covenant, paragraph and division of this Agreement is intended to be severable and distinct, and if any paragraph, subparagraph, provision or term of this Agreement is deemed to be unlawful or unenforceable, such a determination will not impair the legitimacy or enforceability of any other aspect of the Agreement.

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(h) This Agreement is intended to be for the benefit of, and shall be enforceable by, Safeguard. Except as provided in the prior sentence, this Agreement is not intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any person or entity other than the parties hereto and their respective heirs, representatives, successors and permitted assigns.
 
(i) This Agreement is not to be construed as an admission of any violation of any federal, state or local statute, ordinance or regulation or of any duty owed by Safeguard to Employee. There have been no such violations, and Safeguard specifically denies any such violations.
 
(j) This Agreement may be executed, including execution by facsimile signature, in multiple counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.

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

Date:	, 2018	 	

Stephen Zarrilli	 	

Safeguard Scientifics, Inc.	 	
 	 	 	
 Date	, 2018	 	
 	 	 	
By:	 	 	

 	Name:	 	
 	Title:	 	

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EXHIBIT B
Existing Board Positions
  
Virtus Investment Partners
 
Existing Not-for-Profit Board Positions:
 
LaSalle University
Ben Franklin Technology Partners of Southeastern Pennsylvania
University City Science Center

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