Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

As previously announced on a Form 8-K filed with the Securities and Exchange Commission on August 3, 2022, the Board of Directors (the "Board") of Inari Medical, Inc. (the "Company") approved the appointment of Andrew Hykes as the Chief Executive Officer and President of the Company and as a member of the Board of Directors of the Company, effective January 1, 2023. In connection with his appointment, on January 24, 2023, the Compensation Committee approved an amended and restated employment agreement between Mr. Hykes and the Company, effective, January 1, 2023 (the "Agreement"). The material terms of the Agreement are summarized below.

Initial Term. The Agreement has an initial term from January 1, 2023 through December 31, 2028 (the "Expiration Date"), which will automatically renew on the Expiration Date and each anniversary of the Expiration Date thereafter for additional one-year terms unless either we or Mr. Hykes gives notice of non-renewal within sixty days prior to the end of the term.

Base Salary and Bonus. Mr. Hykes will receive an annual base salary of $700,000, which may be increased in the discretion of the Board. Mr. Hykes will also be eligible to earn an annual bonus (with a target of 100% of annual base salary) in an amount to be determined by the Board based on the achievement of individual and/or Company performance goals.

Benefits. Mr. Hykes and his spouse and eligible dependents will be eligible to participate in the health and welfare benefit plans and programs generally available to other similarly situated executives of the Company, and in the retirement, savings, and other benefit plans maintained for the benefit of senior executive officers of the Company.

Severance Terms. If we terminate Mr. Hykes' employment without Cause or Mr. Hykes terminates his employment for Good Reason (as such terms are defined in the Agreement), he will be entitled to receive: (i) a severance payment equal to his base salary then in effect, payable in substantially equal installments over a period of 12 months and (ii) payment of the employer portion of premiums to continue healthcare coverage under COBRA for a period of 12 months. If we terminate Mr. Hykes' employment without Cause or Mr. Hykes terminates his employment for Good Reason within three month prior to or 12 months following a Change in Control (as defined in the Agreement), he will be entitled to receive: (i) a severance payment equal to two times his base salary then in effect, payable in substantially equal installments over a period of 24 months (or in a lump sum payment if the Change in Control constitutes a "change in control event" for purposes of Section 409A of the Internal Revenue Code), (ii) payment of a pro-rata portion of Mr. Hykes' target annual bonus for the year of termination, (iii) payment of the employer portion of premiums to continue healthcare coverage under COBRA for a period of 24 months, and (iv) full acceleration of Mr. Hykes' outstanding equity awards subject to time-based vesting.

The foregoing description of the terms of the amended and restated employment agreement for Mr. Hykes is a summary which does not purport to be complete and is subject to and qualified in its entirety by reference to Mr. Hykes' amended and restated employment agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit
  No.       Description
  10.1        Amended and Restated Employment Agreement, effective January 1,
            2023, by and between Inari Medical, Inc. and Andrew Hykes
  104       Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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