Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2023 Inducement Equity Incentive Plan
Effective January 23, 2023, the Board of Directors (the "Board") of Sonder
Holdings Inc. (the "Company") adopted the Sonder Holdings Inc. 2023 Inducement
Equity Incentive Plan (the "Inducement Plan") and, subject to the adjustment
provisions of the Inducement Plan, reserved five million (5,000,000) shares of
the Company's common stock for issuance pursuant to equity awards granted under
the Inducement Plan.
The Inducement Plan was adopted without stockholder approval pursuant to the
applicable Nasdaq Listing Rules. The Inducement Plan provides for the grant of
equity-based awards, including nonstatutory stock options, restricted stock
units, restricted stock, stock appreciation rights, and performance awards, and
its terms are substantially similar to the Sonder Holdings Inc. 2021 Equity
Incentive Plan, including with respect to treatment of equity awards in the
event of a "merger" or "change in control" as defined under the Inducement Plan,
but with such other terms and conditions intended to comply with the Nasdaq
inducement award exception or to comply with the Nasdaq acquisition and merger
exception.
In accordance with the Nasdaq Listing Rules, awards under the Inducement Plan
may only be made to individuals not previously employees or non-employee
directors of the Company (or following such individuals' bona fide period of
non-employment with the Company), as an inducement material to the individuals'
entry into employment with the Company or, to the extent permitted by the Nasdaq
Listing Rules, in connection with a merger or acquisition.
A copy of the Inducement Plan and related form agreements under the Inducement
Plan are attached as Exhibits 10.1, 10.2, and 10.3 hereto and incorporated by
reference herein. The above description of the Inducement Plan does not purport
to be complete and is qualified in its entirety by reference to such exhibit.
Appointment of Interim Principal Financial Officer
Effective January 23, 2023, the Board appointed Chris Berry, the Company's
Senior Vice President and Chief Accounting Officer, to the additional role of
Interim Principal Financial Officer of the Company, in connection with the
previously disclosed resignation of the Company's President and Chief Financial
Officer. Mr. Berry, 48, has served as the Company's Chief Accounting Officer
since August 1, 2022, and will serve as Interim Principal Financial Officer
until such time as a permanent Chief Financial Officer is appointed, or until
his earlier resignation or removal. Before joining the Company, Mr. Berry served
as Vice President, Corporate Controller, and Chief Accounting Officer of Alaska
Air Group, Inc., from February 2017 to April 2022. Mr. Berry joined Alaska Air
Group, Inc. in 2005 and served in various roles of increasing responsibility in
SEC reporting, accounting operations, and investor relations, including Managing
Director of Accounting, Corporate Controller and Principal Accounting Officer
from February 2014 to February 2017, Managing Director, Investor Relations from
October 2010 to February 2014, and Director, Financial Reporting and Accounting
from March 2005 to October 2010. Mr. Berry holds a Bachelor of Business
Administration from the University of Louisiana Monroe and holds a CPA license
in Washington State.
There are no arrangements or understandings between Mr. Berry and any other
persons pursuant to which Mr. Berry was selected to become Interim Principal
Financial Officer, nor are there any family relationships between Mr. Berry and
any of the Company's directors or other executive officers subject to disclosure
under Item 401(d) of Regulation S-K. There were no changes in Mr. Berry's
compensation in connection with his appointment as Interim Principal Financial
Officer. Neither Mr. Berry nor any related person of Mr. Berry has a direct or
indirect material interest in any transaction that would require disclosure
under Item 404(a) of Regulation S-K.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1 Sonder Holdings Inc. 2023 Inducement Equity Incentive Plan
Form of Option Award Agreement under 2023 Inducement Equity
10.2 Incentive Plan
Form of Restricted Stock Unit Agreement under 2023 Inducement
10.3 Equity Incentive Plan
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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