Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 25, 2021, Phreesia, Inc. (the "Company") entered into a second
amended and restated employment agreement with each of Chaim Indig and Evan
Roberts, and on January 26, 2021, the Company entered into a second amended and
restated employment agreement with Thomas Altier (each, an "Amended and Restated
Employment Agreement," and together, the "Amended and Restated Employment
Agreements" and each of Messrs. Indig, Altier and Roberts an "Executive" and
together, the "Executives"), each with an effective date of February 1, 2021.
Capitalized terms not otherwise defined in this Form 8-K shall have the meanings
set forth in the Amended and Restated Employment Agreements.
Pursuant to the Amended and Restated Employment Agreements, (i) Mr. Indig will
receive a base salary of $515,000 per year, and he is eligible to receive an
annual bonus with a target opportunity equal to $515,000 and (ii) each of
Messrs. Altier and Roberts will receive a base salary of $375,000 per year, and
they are each eligible to receive an annual bonus with a target opportunity
equal to $260,000.
Pursuant to his Amended and Restated Employment Agreement, if Mr. Indig's
employment is terminated by the Company without Cause or he terminates his
employment for Good Reason, he will receive 18 months of his base salary, his
prorated bonus for the year of termination based on actual performance,
acceleration of all unvested time-based stock options and stock-based awards
("Time-Based Equity Awards") that would vest in the 18-month period following
the date of termination and, subject to his election to receive COBRA benefits
and his copayment of premiums amounts at the active employee rate, up to 18
months of COBRA benefits. Pursuant to their Amended and Restated Employment
Agreements, if the employment of Messrs. Altier or Roberts is terminated by the
Company without Cause or either terminates his employment for Good Reason, such
Executive will receive 12 months of his base salary, his prorated bonus for the
year of termination based on actual performance, acceleration of all Time-Based
Equity Awards that would vest in the 12-month period following the date of
termination and, subject to his election to receive COBRA benefits and his
copayment of premiums amounts at the active employee rate, up to 12 months of
COBRA benefits. The receipt of any such payments and benefits are all subject to
execution and non-revocation by the Executive of a separation agreement and
release in a form and manner satisfactory to the Company.
Under the Amended and Restated Employment Agreements, 50% of each Executive's
Time-Based Equity Awards will accelerate and become exercisable upon a Change in
Control, and the remaining unvested Time-Based Equity Awards will accelerate and
become exercisable on the first anniversary of the Change in Control, subject to
the Executive's continued service through such date. In addition, if the
Executive is terminated within 24 months following a Change in Control, all
remaining Time-Based Equity Awards shall accelerate and become exercisable upon
termination and, in lieu of the severance payments and benefits described in the
preceding paragraph, (i) Mr. Indig will be entitled to receive (A) two times the
sum of his base salary and target bonus for the then-current year, (B) a
prorated target bonus for the year in which termination occurs and (C) subject
to his election to receive COBRA benefits and his copayment of premiums amounts
at the active employee rate, up to 18 months of COBRA benefits, and (ii) each of
Messrs. Altier and Roberts will be entitled to receive (A) one and one-half
times the sum of his respective base salary and target bonus for the
then-current year, (B) a prorated target bonus for the year in which termination
occurs and (C) subject to his election to receive COBRA benefits and his
copayment of premiums amounts at the active employee rate, up to 18 months of
COBRA benefits. The receipt of such payments and benefits are all subject to
execution and non-revocation by the Executive of a separation agreement and
release in a form and manner satisfactory to the Company.
The foregoing description is qualified in its entirety by reference to the full
text of the Amended and Restated Employment Agreements, which are attached
hereto as Exhibits 10.1, 10.2 and 10.3 and are incorporated by reference herein.
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Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
Number
Second Amended and Restated Employment Agreement between
10.1 Phreesia, Inc. and Chaim Indig, effective February 1,
2021.
Second Amended and Restated Employment Agreement between
10.2 Phreesia, Inc. and Thomas Altier, effective February 1,
2021.
Second Amended and Restated Employment Agreement between
10.3 Phreesia, Inc. and Evan Roberts, effective February 1,
2021.
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