Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 2, 2022, upon the recommendation of its Nominating and Corporate
Governance Committee, the board of directors (the "Board") of Rani Therapeutics
Holdings, Inc. (the "Company") elected Lisa Rometty as a director of the
Company, effective January 3, 2022, with a term expiring at the Company's next
annual meeting of stockholders.
Ms. Rometty will receive compensation as a non-employee director in accordance
with the Company's Non-Employee Director Compensation Policy previously filed as
Exhibit 10.11 to the Company's Registration Statement on Form S-1, as amended,
filed with the Securities and Exchange Commission on July 16, 2021. In
connection with her election as a director, the Board granted Ms. Rometty
nonqualified stock options (the "Options") to purchase 49,037 shares of the
Company's Class A common stock with an exercise price of $17.00 per share, which
is equal to the closing price of the Company's Class A common stock on
January 3, 2022. The Options were issued under the Company's 2021 equity
incentive plan and will vest and become exercisable over a three-year period
following the date of the grant, with one-third of the shares underlying the
Options vesting on the first anniversary of the grant date and 1/36th of the
shares underlying the Options vesting in equal monthly installments thereafter,
subject to Ms. Rometty's continuous service as of each such date.
There is no arrangement or understanding between Ms. Rometty and any other
persons pursuant to which she was elected as a director. The Company is not
aware of any transaction involving Ms. Rometty requiring disclosure under Item
404(a) of Regulation S-K.
The Company will enter into its standard form of indemnification agreement (the
"Indemnity Agreement") with Ms. Rometty. The Indemnity Agreement provides, among
other things, that the Company will indemnify Ms. Rometty, under the
circumstances and to the extent provided therein, for certain expenses which she
may be required to pay in connection with certain claims to which she may be
made a party by reason of her service to the Company as a director and otherwise
to the fullest extent under applicable law. The foregoing is only a brief
description of the terms of the indemnification arrangement with Ms. Rometty,
does not purport to be complete and is qualified in its entirety by reference to
the form of Indemnification Agreement, previously filed as Exhibit 10.4 to the
Company's Registration Statement on Form S-1, as amended, filed with the
Securities and Exchange Commission on July 9, 2021.
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RANI THERAPEUTICS HOLDINGS, INC. 
