Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 3, 2023 (the "Amendment Date"), FTC Solar, Inc. (the "Company") and
Sean Hunkler, the Company's current President and Chief Executive Officer
entered into an amendment (the "Amendment") to the Employment Agreement, dated
as of September 13, 2021, between the Company and Mr. Hunkler (the "Employment
Agreement").
Pursuant to the Amendment, the Company cancelled, without consideration, (i) 50%
of the Options ($30)(as defined in the Employment Agreement) granted to Mr.
Hunkler pursuant to the Employment Agreement, representing the option held by
Mr. Hunkler to purchase 526,875 shares of Company common stock subject to
attainment of a $30-per-share performance hurdle, and (ii) 50% of the Options
($60)(as defined in the Employment Agreement) granted to Mr. Hunkler pursuant to
the Employment Agreement, representing the option held by Mr. Hunkler to
purchase 526,875 shares of Company common stock subject to attainment of a
$60-per-share performance hurdle. In addition, pursuant to the Amendment, the
exercise price of the remaining Options ($30) and Options ($60) was revised to
equal the greater of (i) the thirty- (30-) day volume-weighted average trading
price of the Company common stock with respect to the thirty-day period
immediately preceding the Amendment Date and (ii) the closing per-share trading
price of the Company common stock on the Amendment Date. The Amendment further
modifies the options to replace the $30 target with a $10 target and the $60
target with a $21 target. All other terms of the options granted pursuant to the
Employment Agreement remain unchanged.
The foregoing summary is qualified in its entirety by reference to the complete
texts of the Amendment, a copy of which is attached as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Amendment to Employment Agreement, dated April 3, 2023, among FTC Solar,
Inc. and Sean Hunkler
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document
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