Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 11, 2021, the Compensation Committee (the "Committee") of the Board
of Directors of NuZee, Inc. (the "Company") granted to Shanoop Kothari an award
of 152,215 restricted shares (the "Restricted Shares") of the Company's common
stock under the NuZee, Inc. 2019 Stock Incentive Plan (the "2019 Plan"). The
Restricted Shares were granted in connection with the Committee's determination
of Mr. Kothari's annual compensation. The Restricted Shares vest as follows: (i)
50,739 Restricted Shares vested immediately; (ii) 50,739 Restricted Shares will
vest on March 31, 2021; and (iii) 50,737 Restricted Shares vest on March 31,
2022. Pursuant to the award agreement (the "Agreement") for the Restricted
Shares, in the event of a Change in Control of the Company or a termination of
Mr. Kothari's employment by the Company without Cause (in each case, as defined
in the 2019 Plan), the Company shall immediately accelerate vesting of 100% of
the Restricted Shares that remain unvested at the time of such event.
The foregoing description of the Agreement is only a summary. The form of the
Agreement is filed 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
Exhibit Description
10.1 Form of Restricted Stock Award Agreement under the NuZee, Inc. 2019
Stock Incentive Plan
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NUZEE, INC. 
