ASPEN AEROGELS, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
The material terms of the Executive Agreements are as follows:
• The annual base salary for Ms. Conte and Messrs. Landes, Rodriguez,
Whitaker, and Schilling is set at $300,000 , $400,000 , $350,000 , $400,000 ,
and $400,000 , respectively, and they are each eligible to receive a
performance-based cash bonus (the "Executive Performance Bonus") as
determined by the Company's board of directors with a performance bonus
target set at not less than 50% of base salary for Ms. Conte and
Mr. Schilling , and 55% of base salary for Messrs. Landes, Rodriguez and
Whitaker.
• Upon termination by the Company not for cause or termination by the
executive for good reason prior to a change of control, the executive is
entitled to receive, following execution of a release, severance in an
amount equal to the sum of the executive's annual base salary then in
effect plus the executive's performance bonus target; a pro rata portion
of the Executive Performance Bonus based on the number of months worked
in the year of termination; any accrued but unpaid Executive Performance
Bonus for the prior fiscal year; continued health insurance coverage for
the lesser of the duration of such coverage under COBRA or 12 months; and
6 months of outplacement service. For any such termination within 24
months from a change of control, the executive is entitled to receive,
following execution of a release, severance in an amount equal to twice
the sum of the executive's annual base salary and performance bonus
target in effect at the time of termination; a pro rata portion of the
Executive Performance Bonus based on the number of months worked in the
year of termination; any accrued but unpaid Executive Performance Bonus
for the prior fiscal year; continued health insurance coverage for the
lesser of the duration of such coverage under COBRA or 24 months; and 6
months of outplacement services.
• Upon termination by the Company not for cause or termination by the
executive for good reason prior to a change of control, vesting of any
options or stock-based awards outstanding will be accelerated by 12
months and any vested stock options will be exercisable for one year from
the date of termination. For any such termination within 24 months after
a change of control, any options or stock-based award outstanding will
become fully vested and exercisable as of the date of termination and,
subject to any permitted action by the Company's board of directors upon
a change of control under the Company's applicable equity plan to
terminate the stock options or other stock-based awards upon a change of
control, any such vested stock option shall be exercisable for not less
than one year from the date of termination. The foregoing shall not apply
to the special equity incentive grants ("SEIG Awards") held by the
executives, which vest in accordance with time and performance vesting
conditions, and the terms of which are governed by the provisions of the
SEIG Awards, as previously disclosed in the Company's Current Report on
Form 8-K filed on June 6, 2022 .
• The Executive Agreements include an automatic renewal for each calendar
year, unless either the Company or the executive provides written notice
of non-renewal at least 60 days before the applicable annual expiration
date, and contain customary confidentiality, non-competition and
non-solicitation provisions.
The foregoing description of the Executive Agreements is not complete and is
qualified in its entirety by reference to the full text of the Executive
Agreements, respectively, copies of which will be filed as exhibits to the
Company's annual report on Form 10-K for the fiscal year ending
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