Exhibit 10.1

 

 

 

 

 

BONUS PLAN

 

Overview

 

 

This discretionary Employee Bonus Plan outlines the criteria, process, and guidelines under which discretionary bonuses may be granted to eligible employees. When referring to any of your potential on target bonus payments, the figures would be payable in your local currency.

 

Eligible Employees

 

Full and part-time employees may be eligible as long as they meet the eligibility criteria for qualification of bonus as determined by the Company. Interns and temporary employees are not eligible. If you are eligible to participate in another cash variable compensation plan you will not be eligible to participate in this plan.

 

Eligibility Criteria for Qualification of Bonus

 

We have created this discretionary bonus plan to reward employees when our business objectives for both profit (referred to as ‘adjusted EBITDA’) and revenue are met. Note that the adjusted EBITDA formula used for this plan is the same formula used to calculate adjusted EBITDA that VRME publicly reports.

 

An eligible employee’s achievement of their full on-target bonus, which will be a percentage of their base salary as of January 1 of the applicable year, will be based on hitting targets for both criteria, as follows:

 

●If 100% of the annual adjusted EBITDA target is achieved, you will be eligible for up to 50% of your on-target bonus.
●If 100% of the annual revenue target is achieved, you will be eligible for up to the remaining 50% of your on-target bonus, provided that the adjusted EBITDA target has also been achieved at 100%.
●For the avoidance of doubt, you will not be eligible for any bonus payments for partial achievement of either adjusted EBITDA or Revenue targets.
●The Compensation Committee will determine the adjusted EBITDA and revenue achieved for a year, and its determination shall be binding on you and all participating employees.
●Any earned bonus will be based on your salary as of January 1 for the applicable year. If you were employed after this date, any earned bonus will be based on your original starting salary.
●If targets are not achieved, no bonus will be payable.
●If only the revenue target is achieved but not the adjusted EBITDA target, no bonus will be payable.

 

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●If only the adjusted EBITDA target is achieved, you will be eligible for up to 50% of the on-target bonus.
●If you were not employed in an eligible status for the full year, you will be eligible for a pro-rated bonus (i.e. if you have worked for 6 full months you will be eligible to receive up to 50% of any earned bonus amount).
●If an employee is hired after September 30 of the applicable year, they will not be eligible for the bonus under this plan for that calendar year.
●Participation in this plan does not form part of and does not affect or change your employment contract or your employment relationship with your employer. All bonuses received constitute an extraordinary payment and will not be considered part of your normal renumeration.

 

The Compensation Committee has the discretion to determine the actual amount of any cash bonus paid under this plan, and its determination shall be binding on you and all participating employees.

 

Employees who qualify will be notified of their on-target bonus percentage separately.

 

Opportunity to Increase Bonus Award

 

Your annual bonus will be eligible for increases if actual revenue exceeds the revenue targets.

This increase will be applied solely on the basis of exceeding the revenue target, so long as the adjusted EBITDA target is met. For every percentage point the revenue exceeds the target, your potential bonus amount will be increased by the same percentage up to a maximum of 150%. For example, if the adjusted EBITDA target is met and the annual revenue exceeds the target by 10%, your potential bonus amount will be increased by 10% (if your full on-target bonus is $1,000, you would receive $1,100).

 

All bonus payments are:

●Subject to tax withholding (or equivalent country-based deductions).
●Conditional on you being employed on the payment date and not having given notice of retirement or resignation at the time of payment.
●Conditional upon you not being placed on a performance improvement plan before the payment date.

 

Timing of Payment

 

The bonus earned for a calendar year will be payable in the following calendar year once the VerifyMe adjusted EBITDA and revenue results have been announced to the market. This payment will be made in the following year by the end of April.

 

Termination and Amendment

 

Please note that the company reserves the right to terminate or amend the plan or the targets at any time without employee consent. Please be assured that the entire management team is focused on delivering a successful and prosperous year for VerifyMe and all of our employees. Thank you in advance for playing your essential part in the company achieving its goals for profitability and growth. We very much hope to reward your endeavors by paying a well-deserved bonus based on results achieved each year.

 

* Please note, if you have another variable compensation plan and have received this letter in error, you should inform your manager as you will not be eligible for this plan. *

 

 

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Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

 

I, Adam Stedham, certify that:

 

1.             I have reviewed this quarterly report on Form 10-Q of VerifyMe, Inc.;

 

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

 

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.             The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)          Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)          Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)          Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.             The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)          All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 14, 2024

 

/s/ Adam Stedham  

Adam Stedham

Chief Executive Officer and President

(Principal Executive Officer)

  

 

 

 

 

 

 

Exhibit 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

 

I, Nancy Meyers, certify that:

 

1.             I have reviewed this quarterly report on Form 10-Q of VerifyMe, Inc.;

 

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

 

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.             The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)          Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)          Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)          Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.             The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)          All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 14, 2024

 

/s/ Nancy Meyers  

Nancy Meyers

Executive Vice President and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

  

 

 

 

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly report of VerifyMe, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof, I, Adam Stedham, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

1.The quarterly report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

2.The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

/s/ Adam Stedham  

Adam Stedham

Chief Executive Officer and President

(Principal Executive Officer)

  

Date: May 14, 2024  

 

In connection with the quarterly report of VerifyMe, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof, I, Nancy Meyers, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: 

 

1.The quarterly report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

2.The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

/s/ Nancy Meyers  

Nancy Meyers

Executive Vice President and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

  

Date: May 14, 2024 

 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to VerifyMe, Inc. and will be retained by VerifyMe, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.