Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Each of the Employment Agreements is generally consistent with the Company's standard form of employment agreement with its executive officers, provides for at-will employment during an initial three-year term and maintains the executive officer's current annual base salary and annual target cash incentive bonus as a proportion of base salary upon the achievement of certain performance goals determined by the Company's Board of Directors (the "Board") or the Compensation Committee of the Board. Each of the Employment Agreements also references a previously disclosed forthcoming issuance of a mix of time- and performance-based restricted stock units pursuant to the Company's 2020 Equity Incentive Plan (the "2020 Plan") with a specified target value, subject to the executive officer's continued service on each applicable vesting date and the achievement of the applicable performance criteria. The Employment Agreements further provide that the executive officers are eligible to participate in employee benefit plans maintained by the Company.
Each of the Severance and CIC Agreements is substantially in the form of the
Company's standard form of severance and change of control agreement for use
with its executive officers who served with the Company's predecessor business
prior to the consummation of the Company's business combination with
? Qualifying termination without a change in control. The executive officer will
be entitled to receive (i) six-months' (or, if such separation occurs within
one year of the consummation of the Business Combination (i.e., by
2021), twelve months') continuation of the executive officer's annual base
salary, (ii) a lump sum severance payment equal to the cash incentive
compensation bonus the executive officer would have received in respect of the
fiscal year in which the executive officer's termination occurs, determined
based on actual performance levels and prorated, and (iii) up to six months of
COBRA coverage at the Company's sole expense.
? Qualifying termination during the one-month period prior to (and in connection
with) or the one-year period following a change in control. The executive
officer will be entitled to receive (i) a lump sum severance payment equal to
one times the executive officer's annual base salary, (ii) a lump sum severance
payment equal to the cash incentive compensation bonus the executive officer
would have received in respect of the fiscal year in which such termination
occurs, determined based on target performance levels and not prorated, (iii)
up to one year of COBRA coverage at the Company's sole expense, and (iv)
accelerated vesting of the time-based vesting awards that would have vested
over the one-year period following the executive officer's separation, had the
executive officer remained in employment through such date. The treatment of
any unvested performance-based equity award held by the executive officer will
be subject to and governed by the provisions set forth in the award agreement
evidencing such equity award.
? Termination in connection with death or disability. The executive officer or
the executive officer's estate will receive (i) a lump sum severance payment
equal to the cash incentive compensation bonus the executive officer would have
been entitled to receive in respect of the fiscal year in which the executive
officer's termination occurs, determined based on target performance levels and
prorated, and (ii) an extended exercise period of up to one year with respect
to any vested stock options held as of such separation date.
1
The severance payments and benefits described above are each contingent upon the executive officer's delivery of a general release of claims in favor of the Company, compliance with non-solicitation and non-competition restrictions each lasting for one year following a separation for any reason, and compliance with indefinite confidentiality and non-disparagement obligations following a separation for any reason.
The foregoing descriptions of the Employment Agreements and the Severance and CIC Agreements are qualified in their entirety by reference to the Company's standard form of employment agreement with its executive officers and standard form of severance and change of control agreement with the above-referenced continuing executive officers, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Form of Employment Agreement with Executive Officers. 10.2 Form of Severance and Change in Control Agreement with Continuing Executive Officers. 2
© Edgar Online, source