Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Named Executive Officers
On January 17, 2023, Ashok Lahiri determined that he will retire as Chief
Technology Officer of Enovix Corporation (the "Company"), effective as of
February 1, 2023 (the "Lahiri Separation Date"). Following the Lahiri Separation
Date, Mr. Lahiri will continue to provide services to the Company by leading its
technical advisory board, in addition to other advisory and support roles. Mr.
Lahiri's decision to retire is not the result of any disagreement with the
Company regarding the Company's operations, policies or practices.
In connection with Mr. Lahiri's retirement, on January 17, 2023 the Company and
Mr. Lahiri entered into a Separation Agreement (the "Lahiri Separation
Agreement"). Subject to, and conditioned upon, Mr. Lahiri's execution of the
Lahiri Separation Agreement and non-revocation of a release of claims against
the Company and compliance with covenants covering confidentiality and
non-disparagement for an indefinite period, Mr. Lahiri will be entitled to: (i)
cash severance in an amount equal to nine months of Mr. Lahiri's base salary in
effect as of the Lahiri Separation Date, payable in installments commencing on
the Company's first regular payroll date that is at least one week following the
Lahiri Separation Date, (ii) payment of continued health coverage for him and
his eligible dependents under COBRA for a period of 36 months, or a taxable
payment in lieu of such payment, (iii) acceleration of the vesting of all of the
unvested shares subject to Mr. Lahiri's equity awards, (iv) extension of the
period of time in which Mr. Lahiri may exercise all of his vested, outstanding
and unexercised stock options through the applicable term of each such stock
option, subject to earlier expiration pursuant to the terms of the applicable
equity incentive plan under which such stock options were granted (including in
connection with a change in control of the Company), and (v) a pro-rated amount
of his target bonus in effect for the current fiscal year, payable in a lump sum
at the same time annual bonuses are paid to other of the Company's employees
((i) through (v), collectively, the "Lahiri Severance Benefits"). The Lahiri
Severance Benefits shall supersede and replace in entirety any severance
benefits that Mr. Lahiri is entitled to pursuant to that certain Amended and
Restated Employment Agreement, dated as of June 11, 2021, by and between the
Company and Mr. Lahiri, filed as Exhibit 10.22 to the Company's Current Report
on Form 8-K, filed with the U.S. Securities and Exchange Commission (the "SEC")
on July 19, 2021.
Additionally, on January 20, 2023, Cameron Dales determined that he will resign
as the Company's General Manager and Chief Commercial Officer, effective as of
February 1, 2023 (the "Dales Separation Date"). Mr. Dales' decision to resign is
not the result of any disagreement with the Company regarding the Company's
operations, policies or practices.
In connection with Mr. Dales' resignation, on January 23, 2023 the Company and
Mr. Dales entered into a Separation Agreement (the "Dales Separation
Agreement"). Subject to, and conditioned upon, Mr. Dales' execution of the Dales
Separation Agreement and non-revocation of a release of claims against the
Company and compliance with covenants covering confidentiality and
non-disparagement for an indefinite period, Mr. Dales will be entitled to: (i)
cash severance in an amount equal to nine months of Mr. Dales' base salary in
effect as of the Dales Separation Date, payable in installments commencing on
the Company's first regular payroll date that is at least one week following the
Dales Separation Date, (ii) payment of continued health coverage for him and his
eligible dependents under COBRA for a period of nine months, or a taxable
payment in lieu of such payment, (iii) acceleration of the vesting of 18 months
of unvested shares subject to Mr. Dales' equity awards measured from the Dales
Separation Date, (iv) extension of the period of time in which Mr. Dales may
exercise all of his vested, outstanding and unexercised stock options through
the applicable term of each such stock option, subject to earlier expiration
pursuant to the terms of the applicable equity incentive plan under which such
stock options were granted (including in connection with a change in control of
the Company), and (v) a pro-rated amount of his target bonus in effect for the
current fiscal year, payable in a lump sum at the same time annual bonuses are
paid to other of the Company's employees ((i) through (v), collectively, the
"Dales Severance Benefits"). The Dales Severance Benefits shall supersede and
replace in entirety any severance benefits that Mr. Dales is entitled to
pursuant to that certain Amended and Restated Employment Agreement, dated as of
June 17, 2021, by and between the Company and Mr. Dales, filed as Exhibit 10.21
to the Company's Current Report on Form 8-K, filed with the SEC on July 19,
2021.
Appointment of Chief Commercial Officer
On January 22, 2023, Ralph Schmitt was appointed Chief Commercial Officer of the
Company, effective as of February 1, 2023.
From January 2021 through January 2023, Mr. Schmitt served as Senior Vice
President of Sales and Business Development at the Company. From February 2021
through October 2022, Mr. Schmitt served as a member of the Board of Directors
at Sensera, Ltd., a publicly traded Australia-based company, focused on
integrated, client-specific design and manufacturing of specialized
high-performance MEMs, microsensors and micro-fabricated components, where he
previously served as Managing Director and CEO from November 2017 through
February 2021. Prior to joining Sensera, Ltd., Mr. Schmitt held various roles at
Cypress Semiconductor, Toshiba America Electronic Components, Inc., OCZ Storage
Solutions, PLX Technology, Legend Silicon Corporation, Exar Corporation, Sipex
Corporation and GroupTec. Mr. Schmitt received a B.S. in Electrical Engineering
from Rutgers University in 1982.
Pursuant to Mr. Schmitt's amended and restated employment agreement with the
Company (the "Schmitt Employment Agreement"), Mr. Schmitt will receive an annual
base salary of $301,743.78. In addition, Mr. Schmitt is eligible for an annual
discretionary cash bonus, with a target amount equal to 50% of his base salary,
based on the achievement of specific performance goals and subject to the terms
and conditions of the Company's Annual Incentive Plan and the approval of the
Company's Board of Directors.
If, at least four months after Mr. Schmitt commences his employment with the
Company, he is terminated by the Company other than for "Cause," or Mr. Schmitt
resigns for "Good Reason," in each case not in connection with a "Change of
Control," provided such termination or resignation constitutes a "Separation
from Service" (each capitalized term as defined in the Schmitt Employment
Agreement) (either such termination, a "Qualifying Termination"), then subject
to Mr. Schmitt's execution and non-revocation of a release of claims in a form
provided by the Company, among other conditions, (i) Mr. Schmitt will receive
cash severance in an amount equal to nine months' of Mr. Schmitt's base salary
in effect as of his separation date, payable in installments commencing on the
Company's first regular payroll date that is more than 60 days following Mr.
Schmitt's separation date; (ii) the Company will continue to pay the cost of Mr.
Schmitt's health care coverage in effect as of his separation date for a period
of nine months either under the Company's regular health plan (if permitted), or
by paying Mr. Schmitt COBRA premiums, provided that Mr. Schmitt does not obtain
health care coverage from another source; (iii) Mr. Schmitt will receive a
pro-rated amount of his target bonus in effect for the year of termination,
payable in a lump sum at the same time annual bonuses are paid to other of the
Company's employees; and (iv) the Company shall accelerate the vesting of the
number of then-unvested shares subject to Mr. Schmitt's equity awards that would
have vested had his employment continued for 18 months following his separation
date ((i) through (iv), the "Schmitt Severance Benefits").
If, at any time after Mr. Schmitt commences his employment with the Company, in
the event of a Qualifying Termination that occurs within the three months
preceding or the 12 months following the closing of a Change of Control, subject
to Mr. Schmitt's execution and non-revocation of a release of claims in a form
provided by the Company, among other conditions, (i) Mr. Schmitt will be
entitled to receive the Schmitt Severance Benefits and (ii) the Company shall
accelerate the vesting of 75% of the then-unvested shares subject to Mr.
Schmitt's equity awards (after taking into account the accelerated vesting as
provided in part (iv) of the Schmitt Severance Benefits).
Except for the Schmitt Employment Agreement, there is no arrangement or
understanding between Mr. Schmitt and any other person pursuant to which Mr.
Schmitt was selected as an officer. Mr. Schmitt is not a party to any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment, Mr. Schmitt will execute the Company's
standard form of indemnification agreement for officers, which was filed as
Exhibit 10.19 to the Company's Current Report on Form 8-K filed with the SEC on
July 19, 2021.
The foregoing descriptions do not purport to be complete and are qualified in
their entirety by reference to each of the Lahiri Separation Agreement, Dales
Separation Agreement and Schmitt Employment Agreement, as applicable, each of
which will be filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal period ending January 1, 2023.
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