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.
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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.
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