Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On January 18, 2023, we entered into an employment agreement with our Chief
Executive Officer and Chairman, James C. Foster. Pursuant to this employment
agreement, Mr. Foster's employment is at-will and may be terminated at any time
by us or Mr. Foster. His employment agreement includes obligations relating to
the protection of confidential information and the assignment of inventions and
intellectual property, as well restrictive covenants regarding non-competition
and non-solicitation.
Under his employment agreement, if Mr. Foster is terminated without cause or
resigns for good reason (each as defined in his employment agreement), provided
he signs and does not revoke a separation agreement that includes a release of
claims, then Mr. Foster is eligible to receive (i) 12 months of continued base
salary payable in a lump-sum, (ii) payment by the company of the
employer-portion of premiums for continued health insurance coverage for 12
months following termination provided Mr. Foster continues his required
copayment of premiums, and (iii) 12 months of vesting acceleration of his
then-outstanding unvested equity awards. If Mr. Foster is terminated without
cause or resigns for good reason within the 3 months prior to or 12 months
following a change in control (as defined in the ZeroFox Holdings, Inc. 2022
Incentive Equity Plan), provided he signs and does not revoke a separation
agreement that includes a release of claims, then Mr. Foster is eligible to
receive (x) 18 months of continued base salary plus 100% of his annual target
bonus, all payable in a lump-sum, (y) payment by the company of the
employer-portion of premiums for continued health insurance coverage for 18
months following termination provided Mr. Foster continues his required
copayment of premiums, and (z) the acceleration of vesting of all of his
then-outstanding unvested equity awards.
On January 18, 2023, we also entered into employment agreements with Timothy
Bender (Chief Financial Officer, Treasurer and Assistant Secretary), Kevin
Reardon (Chief Operating Officer), and Scott O'Rourke (Chief Revenue
Officer)(each, an "Executive Officer"). Pursuant to each employment agreement,
each Executive Officer's employment is at-will and may be terminated at any time
by us or by the Executive Officer. Each Executive Officer's employment agreement
includes obligations relating to the protection of confidential information and
the assignment of inventions and intellectual property, as well restrictive
covenants regarding non-competition and non-solicitation.
Under each of these employment agreements, if an Executive Officer is terminated
without cause or resigns for good reason (each as defined in his employment
agreement), provided he signs and does not revoke a separation agreement that
includes a release of claims, then such Executive Officer is eligible to receive
(i) 6 months of continued base salary payable in a lump-sum, and (ii) payment by
the company of the employer-portion of premiums for continued health insurance
coverage for 6 months following termination provided the Executive Officer
continues his required copayment of premiums. If an Executive Officer is
terminated without cause or resigns for good reason within the 3 months prior to
or 12 months following a change in control (as defined in the ZeroFox Holdings,
Inc. 2022 Incentive Equity Plan), provided he signs and does not revoke a
separation agreement that includes a release of claims, then such Executive
Officer is eligible to receive (x) 12 months of continued base salary plus a
pro-rated portion of his annual target bonus, all payable in a lump-sum, (y)
payment by the company of the employer-portion of premiums for continued health
insurance coverage for 12 months following termination provided the Executive
Officer continues his required copayment of premiums, and (z) the acceleration
of vesting of all of his then-outstanding unvested equity awards.
The employment agreements for Messrs. Foster, Bender, Reardon and O'Rourke will
be filed as exhibits to the company's Form 10-K for the fiscal year ended
January 31, 2023.
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