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





Long Term Incentive Awards

On January 1, 2022, the Board of Directors of Appgate, Inc., a Delaware corporation ("Appgate" or the "Company"), approved the grant of long-term incentive awards to Appgate's Executive Chairman, Chief Executive Officer and Chief Financial Officer, in each case under the Appgate, Inc. 2021 Incentive Compensation Plan (the "2021 Plan"). With respect to Barry Field, Appgate's Chief Executive Officer, and Rene A. Rodriguez, Appgate's Chief Financial Officer, the approved long-term incentive awards include two grants of restricted stock units, each with a grant date of January 1, 2022. With respect to Manuel D. Medina, Appgate's Executive Chairman, the approved long-term incentive awards include one grant of restricted stock units with a grant date of January 1, 2022. Upon vesting, the restricted stock units will settle in shares of Appgate's common stock, par value $0.001 ("common stock").

The first grant of restricted stock units (the "Special RSUs") for Messrs. Field and Rodriguez will vest 25% on January 1, 2022 and 6.25% thereafter on the first day of each calendar quarter starting on April 1, 2022. The second grant of restricted stock units (the "Year-One RSUs") for Messrs. Field and Rodriguez will vest 25% on January 1, 2023 and 6.25% thereafter on the first day of each calendar quarter starting on April 1, 2023. In each case, however, vesting will not be effective until the earliest to occur of (a) the listing of Appgate's common stock on either the Nasdaq or New York Stock Exchange and (b) a Change in Control as defined in the 2021 Plan (the "Vesting Event"). Any restricted stock units that would have otherwise vested prior to the Vesting Event, but did not vest because the Vesting Event had not occurred as of such time, shall, to the extent the time vesting would have otherwise occurred as of the date of the Vesting Event, immediately be vested on the date of the Vesting Event (and the date of such Vesting Event shall be deemed the vesting date for such restricted stock units) regardless of whether Mr. Field or Rodriguez was in continuous service with Appgate as of the date of the Vesting Event.

Mr. Medina's Special RSUs will vest 100% on January 1, 2022; provided, however, that vesting will not be effective until the earliest to occur of (a) the listing of the Company's common stock on either the Nasdaq or New York Stock Exchange, (b) a Change in Control as defined in the 2021 Plan and (c) December 31, 2022 (the first to occur of (a), (b) or (c), the "Medina Vesting Event"). Any restricted stock units that would have otherwise become vested prior to the Medina Vesting Event, but did not vest because the Medina Vesting Event had not occurred as of such time, shall, to the extent the time vesting described above would have otherwise occurred as of the date of the Medina Vesting Event, immediately be vested on the date of the Medina Vesting Event (and the date of such Medina Vesting Event shall be deemed the vesting date for such restricted stock units) regardless of whether Mr. Medina was in continuous service with Appgate as of the date of the Medina Vesting Event.

The following table sets forth the total Special RSUs and Year-One RSUs (collectively, the "RSUs") awarded to Messrs. Medina, Field and Rodriguez:





Name and Title                                Special RSUs       Year-One RSUs
Manuel D. Medina, Executive Chairman              1,102,217                 N/A
Barry Field, Chief Executive Officer                461,278             395,381
Rene A. Rodriguez, Chief Financial Officer          131,794             131,794

The foregoing summary of the 2021 Plan and the RSUs is qualified in its entirety by reference to the full text of the 2021 Plan, which was previously filed as Exhibit 10.11 to Appgate's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 15, 2021, and the full text of the form of award agreement for the RSUs, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



10.1*     Form of Award Agreement for Restricted Stock Units

104     Cover Page Interactive Data File

* Management contract or compensatory plan, contract or arrangement.


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