Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
As previously reported by XpresSpa Group, Inc. (the "Company") in its Current
Report on Form 8-K dated January 19, 2022 (the "January 19, 2022 8-K"), Douglas
Satzman resigned as the President and Chief Executive Officer of the Company for
personal reasons effective as of January 19, 2022.
On January 21, 2022, Mr. Satzman entered into a Separation Agreement and Release
in favor of the Company (the "Separation and Release"), settling all claims
related to his employment with the Company and under his Employment Agreement
with the Company, dated as of February 19, 2019 (the "Employment Agreement"),
and otherwise setting forth the terms and conditions of his separation from
service with the Company and severance arrangements in connection therewith.
Under the terms of the Separation and Release, Mr. Satzman will receive (i) an
amount equal to his current annual base salary ($475,000) as severance, payable
over the 12-month period following January 21, 2022 in accordance with the
Company's regular payroll schedule and (ii) if elected by Mr. Satzman,
subsidization of COBRA continuation payments under the Company' group medical
insurance plans until the earlier of January 31, 2023, the date he is eligible
under another employer's heath plan or Medicare, or the expiration of the
maximum COBRA continuation coverage period for which he eligible under law. The
Separation and Release provides (i) that Mr. Satzman is entitled to incentive
compensation of $168,341 attributable to calendar year 2021 (of which amount
$10,000 represents expense reimbursement), as provided in his Employment
Agreement, (ii) that the vesting of all stock options, RSUs and other
stock-based awards outstanding held by Mr. Satzman as of the effective date of
the Separation and Release vest immediately after such effective date, and (iii)
for a general release in favor of the Company.
As previously reported, the Separation and Release effectuates Mr. Satzman's
resignation a director of the Company and all of its subsidiaries. The
previously reported appointment of Scott R. Milford as a member of the Board
with an initial term expiring at the Company's 2022 Annual Meeting of
Stockholders became effective as of January 21, 2022, the effective date of Mr.
Satzman's resignation as a director. The information regarding Mr. Milford in
the third through fifth paragraphs of Item 5.02 of the January 19, 2022 8-K is
incorporated by reference herein.
The foregoing description of the Separation Agreement and Release is qualified
in its entirety by the full text of the agreement, a copy of which is filed as
Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Separation Agreement and Release, dated as of January 21, 2022,
between XpresSpa Group, Inc. and Douglas Satzman
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).© Edgar Online, source Glimpses
XWELL, INC. 
