Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As previously announced, on September 22, 2020, the Board of Directors of
XpresSpa Group, Inc., a Delaware corporation (the "Company"), approved the
XpresTest, Inc. 2020 Equity Incentive Plan (the "Subsidiary Plan"), under which
equity awards may be made in respect of 200 shares (the "Subsidiary Plan
Shares") of authorized but unissued common stock, par value $0.01 per share, of
XpresTest, Inc., a Delaware corporation and majority-owned subsidiary of the
Company ("XpresTest"), and certain named executive officers and directors of the
Company are eligible to participate in the Subsidiary Plan.
On January 21, 2021, XpresTest approved the issuance of 60 shares of restricted
stock under the Subsidiary Plan to each of Mr. Douglas Satzman, the Company's
Chief Executive Officer, and Bruce T. Bernstein, the Chairman of the Board of
Directors of the Company, pursuant to a Restricted Stock Award Agreement under
the Subsidiary Plan. The restricted stock is immediately vested. In addition,
the Restricted Stock Award Agreements each contain an antidilution provision
pursuant to which XpresTest agreed to issue such additional shares of XpresTest
common stock to each such individual (for no additional consideration)
sufficient to maintain share ownership interest for each such individual of and
at 6% of the total capital stock of XpresTest on a fully-diluted basis,
including all options, warrants, convertible securities, and other rights to
acquire capital stock, including shares reserved for equity plans not yet
allocated, but in the case of convertible debt, only at the time that such
convertible debt converts into capital stock, or at such time that a specific
conversion ratio is established pursuant to the operation of such instrument)
through and until immediately prior to the sale and issuance of XpresTest's
capital stock in a bona fide equity or convertible note financing which assumes
that the enterprise value XpresTest is at or above $100 million.
The foregoing summary of the Restricted Stock Award Agreements does not purport
to be complete and is qualified in its entirety by reference to the full text of
the form of Restricted Stock Award Agreement, which will be filed as an exhibit
to the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2020, and is incorporated herein by reference.
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