Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 7, 2020, Resideo Technologies, Inc. (the "Company") announced that
Sach Sankpal was appointed the Company's President, Products & Solutions,
effective immediately. Niccolo de Masi, the Company's current President,
Products & Solutions and Chief Innovation Officer, will continue to serve as
Chief Innovation Officer, which will not be an executive officer position.
Mr. de Masi resigned from the Company's board of directors effective at the
close of business on January 6, 2020.
The Compensation Committee of the board approved revised employment terms for
Mr. de Masi's continued employment as Chief Innovation Officer. Mr. de Masi will
continue to receive his current base salary and annual incentive compensation,
but will not receive any further equity awards. Mr. de Masi will be eligible for
severance under the Company's Severance Pay Plan for Designated Executive
Employees (the "Severance Plan"), with eligibility for 18 months of salary
continuation payments in the event of Mr. de Masi's qualifying termination
within the next twelve months. In the event of a qualifying termination, Mr. de
Masi will be eligible for continued vesting of his November 18, 2018 restricted
stock unit award. In addition, if a qualifying termination occurs prior to the
applicable payment date, he will also be eligible for a payout of his fiscal
2019 and subsequent annual incentive awards, which amounts will include any
payment for actual achievement of the financial components plus one-half of the
amount tied to individual performance components, provided the payout of
subsequent annual incentive awards will be pro-rated based on the period of the
year during which he was employed. All of the severance benefits are subject to
the conditions in the Severance Plan, and the additional benefits are also
subject to Mr. de Masi's compliance with other covenants governing his continued
employment and compliance with his other agreements with the Company, which
include one-year non-competition and two-year non-solicitation restrictions.
The Compensation Committee also finalized the terms of a separation agreement
with Mr. Nefkens in connection with the previously announced search for a new
Chief Executive Officer. In addition to the compensation arrangements previously
disclosed, the Compensation Committee agreed that Mr. Nefkens will be eligible
for continued vesting of the full amount of the restricted stock units that were
granted to him on October 29, 2018, and that Mr. Nefkens can select his
termination date upon 60 days' advance notice to the board and receive the
severance benefits under the Company's Severance Plan for Designated Officers,
but without the additional benefits.
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RESIDEO TECHNOLOGIES, INC. 
