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

On May 5, 2021, Fastly, Inc. (the "Company") announced that Adriel Lares will step down from his office as Chief Financial Officer of the Company. The Company announced that Mr. Lares will continue to serve as Chief Financial Officer while the Company seeks to appoint a new Chief Financial Officer and such Chief Financial Officer's employment has commenced (such date, the "Effective Date"). Thereafter, Mr. Lares will serve as an advisor through December 31, 2021. During this time (the "Transition Period"), Mr. Lares will receive the same compensation as he currently is receiving, and previously granted equity awards will continue to vest in accordance with their terms.

The Company has entered into an agreement (the "Transition and Separation Agreement") with Mr. Lares, which provides for Mr. Lares' transition as described above. The Transition Period may be terminated earlier by the Company or Mr. Lares with or without cause, as defined in the Company's Executive Change in Control and Severance Benefit Plan (the "Severance Plan"), or advance notice. The Transition and Separation Agreement provides for a customary release of claims by Mr. Lares and reaffirmation of his obligations under an employee inventions and proprietary rights assignment agreement.

If the Company terminates Mr. Lares' employment without cause, or Mr. Lares resigns for any reason, Mr. Lares will be entitled to (i) a lump sum severance amount equal to nine months of his base salary in effect as of the Effective Date, (ii) payment of continued health coverage for him and his eligible dependents under COBRA for a period of up to nine months, or a taxable lump sum payment in lieu of such payment, and (iii) if such termination occurs prior to the earlier of December 31, 2021 and the Effective Date, receive accelerated vesting of all outstanding equity awards that would have vested if he had remained an employee for an additional 12 months after the termination date.

If Mr. Lares remains employed until the earlier of either December 31, 2021 or the date following the Effective Date and where he has assisted with transition matters to the reasonable satisfaction of the Company, in addition to the vesting acceleration in (iii) above, Mr. Lares will be entitled to receive accelerated vesting of his restricted stock unit awards granted in August 2019 and April 2020. In addition, Mr. Lares will be entitled to exercise all of his outstanding stock options until April 30, 2022.

If the Company terminates the employment relationship for cause, as defined in the Severance Plan, prior to December 31, 2021, Mr. Lares will not be entitled to any of the severance benefits described above and will immediately forfeit all outstanding and unvested equity awards.

On May 5, 2021, the Company also announced that the board of directors of the Company is conducting a search process for a new Chief Financial Officer.

A copy of the Transition and Separation Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description of the Transition and Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition and Separation Agreement.

--------------------------------------------------------------------------------



Item 9.01          Financial Statements and Exhibits.

(d)Exhibits
     Exhibit
       No.                    Exhibit Description

             10.1+              Transition and Separation Agreement, dated May 4, 2021  .
          104                 Cover Page Interactive Data File (formatted as inline XBRL and
                              contained in Exhibit 1.01)

+ Indicates management contract or compensatory plan.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses