Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 31, 2021, fuboTV Inc. (the "Company") and Simone Nardi, the
Company's Chief Financial Officer, entered into an amended and restated
employment transition agreement (the "A&R Transition Agreement"), which
supersedes and replaces the previously disclosed employment transition agreement
between the Company and Mr. Nardi. Pursuant to the A&R Transition Agreement, Mr.
Nardi has agreed to continue serving as the Company's Chief Financial Officer
until the earlier of (i) February 28, 2022 (or such earlier date on which Mr.
Nardi's employment with the Company terminates for any reason) and (ii) if
earlier, the date on which Mr. Nardi's successor as Chief Financial Officer
commences employment with the Company. Beginning on the date such successor
commences employment with the Company, Mr. Nardi has agreed to serve as a
special advisor to the Company to assist in the transition and support of his
successor until February 28, 2022 (or such earlier date on which Mr. Nardi's
employment with the Company terminates for any reason) (such date, the
"Transition Date"). In connection with the A&R Transition Agreement, the Company
has agreed to provide Mr. Nardi with the following payments and benefits: (A) a
guaranteed annual bonus for 2021 equal to at least $235,000, with such actual
amount to be determined based on the achievement of the Company's performance
objectives established for 2021; (B) a lump sum cash payment in the amount of
$215,000; (C) accelerated vesting of Mr. Nardi's stock options covering 106,250
shares of the Company's common stock, and continued monthly vesting through the
Transition Date of stock options covering 17,709 shares of the Company's common
stock; (D) reimbursement of Mr. Nardi's legal fees incurred in connection with
the A&R Transition Agreement, up to $5,000; and (E) healthcare continuation
payments for Mr. Nardi and his eligible dependents for up to six months
following the Transition Date.
In the event that the Transition Date occurs either (i) on February 28, 2022 or
(ii) as a result of termination of Mr. Nardi's employment for any reason other
than due to Mr. Nardi's voluntary resignation, subject to Mr. Nardi's execution
of a general release of claims and compliance with applicable restrictive
covenants, the Company has agreed to provide Mr. Nardi with the following
payments and benefits: (A) a lump-sum cash payment equal to the sum of (1)
$107,500 and (2) if the Transition Date occurs between January 1, 2022 and
February 28, 2022, the amount of base salary Mr. Nardi would have earned for the
period between the Transition Date and February 28, 2022; (B) healthcare
continuation payments for Mr. Nardi and his dependents through November 30,
2022; and (C) accelerated vesting of Mr. Nardi's stock options covering that
number of shares equal to the sum of 53,125 and that number of option shares
that would have vested between the Transition Date and February 28, 2022.
The Company is in late-stage negotiations with a Chief Financial Officer
candidate and expects to announce a new Chief Financial Officer in the first
quarter of 2022.
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