Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

On December 27, 2021, the Compensation Committee (the "Compensation Committee") of the Board of Directors of CuriosityStream Inc. (the "Company") reviewed and approved updates to the compensation of Chief Operating Officer and General Counsel, Tia Cudahy, and Chief Financial Officer, Jason Eustace. Effective January 1, 2022, the base salary for each of Tia Cudahy and Jason Eustace will increase to $310,000 per year, and the annual incentive targets for each of Tia Cudahy and Jason Eustace will increase from 40% of base salary to 50% of base salary.

In addition, the Compensation Committee approved the grant of certain equity incentive awards on January 1, 2022 under the Company's Omnibus Incentive Plan (the "Plan") to Tia Cudahy and Jason Eustace (each, a "Grantee"). The Compensation Committee approved the grant of restricted stock units ("RSUs") and stock options to the Grantees. The number of RSUs granted to Tia Cudahy is an amount equal to the product of $450,000 and 30%, divided by the Fair Market Value (as defined in the Plan) on the grant date, and the number of stock options granted to Tia Cudahy is an amount equal to the product of $450,000 and 70%, divided by the Black-Scholes valuation of a share of the Company's common stock on the grant date. The number of RSUs granted to Jason Eustace is an amount equal to the product of $350,000 and 30%, divided by the Fair Market Value on the grant date, and the number of stock options granted to Jason Eustace is an amount equal to the product of $350,000 and 70%, divided by the Black-Scholes valuation of a share of the Company's common stock on the grant date. The first $100,000 of stock options (measured by the Fair Market Value of the shares underlying the options) that are scheduled to vest in any calendar year with respect to each Grantee are treated as incentive stock options to the extent permitted under applicable law and, under the Plan, the remaining stock options are treated as non-qualified stock options. The exercise price of the stock options granted to the Grantees will be equal to the Fair Market Value on the grant date. All of the stock options and the RSUs will vest on the third anniversary of the grant date, subject to the Grantee's continued employment on the third anniversary of the grant date.





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