Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
Severance Plan
On January 6, 2022, the Leadership Development, Compensation and Governance
Committee of the Board of Directors of Shift Technologies, Inc. (the "Company")
adopted a Severance Plan for Key Management Employees (the "Severance Plan") to
provide severance benefits to certain key management employees of the Company,
including but not limited to persons holding the title of Chief Executive
Officer, President, Chief Financial Officer or Chief Operating Officer;
provided, however, that the Severance Plan shall not apply to a Chief Executive
Officer until such participation is approved by the Board of Directors of the
Company, which is expected to occur in the first quarter of 2022. Such
executives are eligible to receive severance benefits if their employment is
terminated for "Cause" or without "Good Reason" (each as defined in the
Severance Plan) and they enter into a release agreement with the Company within
sixty (60) days of such termination. Specific severance benefits are dependent
on the executive's position and whether such termination occurs upon or within
one (1) year of a "Change in Control" (as defined in the Shift Technologies,
Inc. 2020 Omnibus Equity Compensation Plan, as amended (the "Equity Plan")).
Generally, following a qualifying termination, an executive will be eligible to
receive certain cash severance and the option to receive certain continuing
health insurance coverage. If such termination occurs upon or within one (1)
year of a Change in Control, an executive will also be eligible (i) to receive a
payment equal to the executive's prorated annual bonus, (ii) to receive a
payment equal to a prorated portion of any unpaid retention payment payable
under an applicable retention agreement, and (iii) to have a portion or all of
the outstanding unvested equity awards held by the executive under the Equity
Plan vest.
The foregoing description of the Severance Plan is not complete and is qualified
in its entirety by reference to the full text of such agreement, a copy of which
will be filed as an exhibit to the Company's Annual Report on Form 10-K for the
period ended December 31, 2021.
Foy Retention Bonus Agreement
On January 10, 2022, the Company entered into a Retention Bonus Agreement with
Sean Foy, Chief Operating Officer of the Company (the "Retention Agreement").
Pursuant to the Retention Agreement, Mr. Foy will be eligible to receive a cash
award of Two Million Dollars ($2,000,000) upon serving as a full-time employee
in good standing through November 19, 2023 and executing a release agreement in
favor of the Company. If (i) Mr. Foy resigns from his position for any reason,
(ii) Mr. Foy's employment with the Company is terminated due to death or
disability (as defined under the Company's long-term disability plan and/or
policy applicable to the Employee, as may be modified or implemented from time
to time), or (iii) the Company terminates Mr. Foy's employment for "Cause" (as
defined in the Retention Agreement), in each case, at any time prior to November
19, 2023, Mr. Foy will no longer be eligible to receive the cash award. In
addition, if the Company terminates Mr. Foy's employment without "Cause" (i)
prior to May 19, 2023, Mr. Foy will no longer be eligible to receive the cash
award, or (ii) after May 19, 2023 and prior to November 19, 2023, and subject to
Mr. Foy executing a release agreement in favor of the Company, Mr. Foy shall
receive a prorated portion of such cash award.
The foregoing description of the Retention Agreement is not complete and is
qualified in its entirety by reference to the full text of such agreement, a
copy of which will be filed as an exhibit to the Company's Annual Report on Form
10-K for the period ended December 31, 2021.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SHIFT TECHNOLOGIES, INC. 
