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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Adoption of Executive Severance Plan

On December 31, 2022, following a review by the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Markforged Holding Corporation (the "Company", "we", "us" or "our") of our existing severance and change in control practices and current market practices in consultation with our independent compensation consultant, the Committee approved and adopted an Executive Severance and Change in Control Plan (the "Plan") for our wholly owned subsidiary MarkForged, Inc. applicable to certain of our executive officers who are notified of their eligibility to participate in the Plan and sign a participation letter (collectively, "Executives"). Executives who sign a participation letter to participate in the Plan will only be eligible to receive severance pay and benefits under this Plan and not under any employment agreement.

Under the Plan, in the event of a termination by us without cause (as such term is defined in the Plan) or by the Executive for good reason (as such term is defined in the Plan), in each case more than three (3) months prior to a change in control or more than twelve (12) months following a change in control (as such term is defined in the Plan), the severance benefits for the Executive shall generally consist of continued payment of base salary following the date of such Executive's termination of employment, plus coverage of the employer portion of the regular premium for continued group health insurance coverage under COBRA, for the applicable severance period, which is twelve (12) months for our Chief Executive Officer and six (6) months for all other Executives, plus, if the date of termination occurs between the end of a calendar year and the date of payment of annual bonuses for such calendar year, the Executive shall be eligible to receive such prior year bonus pursuant to such bonus plan.

Under the Plan, in the event of a termination by the Company without cause or by the Executive for good reason, in each case within three (3) months prior to a change in control or within twelve (12) months following a change in control, the severance benefits for the Executive shall generally consist of the following:



     •    payment of a lump sum amount equal to the Executive's base salary, which,
          in the case of the Chief Executive Officer only shall be multiplied by
          1.5, the Executive's target bonus for the year in which the date of
          termination occurs, prorated for the number of days the Executive was
          employed during such year, plus coverage of the employer portion of the
          regular premium for continued group health insurance coverage under
          COBRA, for the number of months in the applicable benefit continuation
          period, which is eighteen (18) months for the Chief Executive Officer and
          twelve (12) months for all other Executives;



     •    if the date of termination occurs between the end of a calendar year and
          the date of payment of annual bonuses for such calendar year, the
          Executive shall be eligible to receive such prior year bonus pursuant to
          such bonus plan; and



     •    immediate vesting in full of all of the Executive's outstanding equity
          awards subject to time-based vesting.

Receipt of severance benefits under the Plan is conditioned upon the Executive's execution of a separation agreement containing, among other provisions, a general release of all claims in favor of us.

Payments are designed to comply with Section 409A of the Internal Revenue Code (the "Code"). In addition, if any payment under the Plan would constitute an excess parachute payment within the meaning of Section 280G of the Code, the payments will be reduced to the minimum extent necessary so that no portion of any payment or benefit will constitute an excess parachute payment, provided however, that the reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision, or any other tax).

We have the right, in our sole discretion, to amend the Plan or to terminate it prospectively, provided that the Plan may not be amended in any manner which is adverse to any Executive without that Executive's written consent.

The foregoing summary is qualified in its entirety by reference to the Plan filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

Exhibit
  No.       Description

10.1          MarkForged, Inc. Executive Severance and Change in Control Plan,
            adopted December 31, 2022.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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