Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Bandwidth Inc., a Delaware corporation (the "Company") has appointed R. Brandon
Asbill as the Company's General Counsel and Secretary, effective as of January
18, 2021. Mr. Asbill previously served as Vice President and Assistant General
Counsel of Red Hat, Inc. from October 2006 until November 2018. Mr. Asbill
earned an A.B. in History from Princeton University and a J.D. from the
University of Georgia School of Law.
As previously disclosed in the Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") by the Company on November 2,
2020, the Company announced the appointment of Marina C. Carreker to serve as
President of the Company, effective as of October 30, 2020. On January 13, 2021,
the Company entered into an Employment Agreement (the "Employment Agreement")
with Ms. Carreker, providing certain terms and conditions in connection with Ms.
Carreker's position as the Company's President.
The principal terms of the Employment Agreement provide that:
•Ms. Carreker's employment with the Company as President will continue until
December 31, 2021 and will automatically extend for consecutive additional
one-year periods unless either the Company or Ms. Carreker provides the other
party timely notice of non-renewal and subject to earlier termination in
accordance with the terms of the Employment Agreement
•Ms. Carreker's initial base salary will be $276,700 on an annualized basis.
•Ms. Carreker's target incentive amount for 2021 under the Company's annual cash
incentive program will be 50% of her salary.
•Ms. Carreker will receive severance payments equal to 100% of her base salary
plus 100% of her cash incentive bonus (determined based on the achievement of
target performance), payable during a period of twelve months upon a termination
of Ms. Carreker's employment by the Company other than for Cause (as defined in
the Employment Agreement) or if Ms. Carreker resigns for Good Reason (as defined
in the Employment Agreement). Upon a termination of Ms. Carreker's employment by
the Company other than for Cause, Ms. Carreker will also be entitled to receive
12 months of continued medical insurance and term life insurance premiums.
•Any then outstanding stock options and restricted stock awards will immediately
vest upon the earlier of Ms. Carreker's death or a change in control of the
Company.
Ms. Carreker will be subject to a non-competition and non-solicitation
restriction that will last for 12 months after the termination of her
employment.
The foregoing description of the Employment Agreement is not complete and is
qualified in its entirety by reference to the Employment Agreement, which is
attached as Exhibit 10.1 hereto and incorporated herein by reference.
W. Christopher Matton, the Company's General Counsel and Secretary until January
18, 2021, will remain with the Company through March 31, 2021 to assist the
Company with the transition. As previously disclosed in the Current Report on
Form 8-K filed with the SEC by the Company on November 2, 2020, Mr. Matton
previously submitted his resignation effective March 31, 2021.
In connection with the resignation of his employment, the Company has entered
into a letter agreement with Mr. Matton, dated as of January 18, 2021 (the
"Matton Letter Agreement"). The Matton Letter Agreement provides that Mr.
Matton's last day of employment will be March 31, 2021. Under the Matton Letter
Agreement, Mr. Matton will be entitled to receive (i) a cash amount equal to
$317,680.08, payable over twelve months, (ii) an additional cash amount of
$158,840.04 (representing Mr. Matton's anticipated 2020 bonus) payable on or
before February 28, 2021, (iii) an additional cash amount of $39,710.01
(representing 25% of his anticipated 2021 bonus), payable on or before March 31,
2021 and (iv) a cash amount of $23,700.00, payable over twelve months (which is
intended to facilitate the purchase of healthcare coverage). Additionally, under
the Matton Letter Agreement, the restricted stock units granted to Mr. Matton on
February 21, 2018 will become fully vested, while all other outstanding
restricted stock units previously granted to Mr. Matton will continued to vest
through March 31, 2021.

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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits
     Exhibit No.             Description
         10.1                Employment Agreement, dated January 13, 2021, between the Company and
                             Marina C. Carreker
         104                 Cover Page Interactive File (the cover page tags are embedded within
                             the Inline XBRL document)

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