Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As previously reported in the Original Form 8-K, on November 12, 2022 (the
"Interim CEO Start Date"), the Company's board of directors (the "Board")
appointed Rick Danis, the Company's General Counsel and Corporate Secretary, as
Interim President and Chief Executive Officer of the Company, effective as of
such date and until a successor Chief Executive Officer has been appointed (the
"Interim CEO Period").
On December 1, 2022, the Company entered into a letter agreement (the "Interim
CEO Letter") with Mr. Danis, governing the terms of his service as the Company's
Interim President and Chief Executive Officer during the Interim CEO Period.
During the Interim CEO Period, Mr. Danis' base salary is increased to $83,333
per month. Mr. Danis is also eligible to receive a one-time bonus in the amount
of $67,109.47, provided that, all of the stock options held by Mr. Danis as of
the date of the Interim CEO Letter are exercised prior to the three-month
anniversary of the date of the Interim CEO Letter.
Under the Interim CEO Letter, subject to the approval of the Board or an
authorized committee thereof, Mr. Danis is eligible to receive the following
restricted stock unit ("RSU") awards: (i) a RSU award having a grant date fair
value equal to $150,000 following the entry of the Interim CEO Letter (the
"Initial RSU Award"); (ii) a RSU award having a grant date fair value equal to
$250,000 following the end of the Interim CEO Period (the "End of Term RSU
Award"); and (iii) a RSU award having a grant date fair value equal to $50,000
on each monthly anniversary of the Interim CEO Start Date starting with
March 12, 2023 (each, an "Additional RSU Award"). Each of such RSU awards will
be governed by the Company's 2022 Equity Incentive Plan and a RSU award
agreement adopted thereunder. Subject to Mr. Danis' continued service with the
Company through each applicable vesting date, the Initial RSU Award will vest in
three equal monthly installments following the vesting commencement date; the
End of Term RSU Award will vest in twelve equal monthly installments following
the vesting commencement date; and each Additional RSU Award will fully vest at
the end of the month following the applicable vesting commencement date. In the
event of a change in control of the Company, the vesting of such RSU awards will
be accelerated in full immediately prior to the consummation of such change in
control, subject to Mr. Danis' continued service with the Company through such
date.
The foregoing is a summary only and does not purport to be a complete
description of all of the terms, provisions and agreements contained in the
Interim CEO Letter and is subject to and qualified in its entirety by reference
to the complete text of the Interim CEO Letter, a copy of which 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
No. Description
10.1 Interim President and Chief Executive Officer Letter Agreement for
Rick Danis, dated as of December 1, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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