Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 15, 2021, Neil Parikh resigned as the Chief Strategy Officer of Casper Sleep Inc. (the "Company"), effective January 31, 2021. Mr. Parikh will continue to serve as a non-employee member of the Company's Board of Directors (the "Board"). In connection with Mr. Parikh's resignation, on January 15, 2021, the Company entered into a transition and release of claims agreement (the "Transition Agreement") with Mr. Parikh.

Pursuant to the Transition Agreement, Mr. Parikh will continue to provide transition services to the Company following his resignation through the earlier of (x) the date of termination of his services as a member of the Board and (y) January 31, 2022 in order to ensure a smooth transition of his role and to assist with certain special projects of the Company.

In connection with Mr. Parikh's termination of employment from the Company on January 31, 2021, he will be entitled to receive severance payments and benefits pursuant to the Executive Severance and Change in Control Agreement entered into by Mr. Parikh and the Company, as set forth in the Transition Agreement, and subject to, among other things, Mr. Parikh's execution and non-revocation of a release of claims.

The Transition Agreement also provides that, in the event Mr. Parikh's service on the Board is terminated for any reason other than for Cause (as defined in the Casper Sleep Inc. 2020 Equity Incentive Plan) after January 31, 2021, certain equity awards held by Mr. Parikh will be subject to acceleration as described in the Transition Agreement. In addition, the Transition Agreement provides that Mr. Parikh will be eligible to receive compensation for his service on the Board pursuant to the Company's Non-Employee Director Compensation Policy effective February 1, 2022.

The foregoing is a summary description of the terms and conditions of the Transition Agreement and is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

   Exhibit
     No.                                              Description

                       Transition and Release     of Claims Agreement, dated January 15, 2021
  10.1                 between the Company and Neil Parikh

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