Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2023 Inducement Equity Incentive Plan

Effective January 23, 2023, the Board of Directors (the "Board") of Sonder Holdings Inc. (the "Company") adopted the Sonder Holdings Inc. 2023 Inducement Equity Incentive Plan (the "Inducement Plan") and, subject to the adjustment provisions of the Inducement Plan, reserved five million (5,000,000) shares of the Company's common stock for issuance pursuant to equity awards granted under the Inducement Plan.

The Inducement Plan was adopted without stockholder approval pursuant to the applicable Nasdaq Listing Rules. The Inducement Plan provides for the grant of equity-based awards, including nonstatutory stock options, restricted stock units, restricted stock, stock appreciation rights, and performance awards, and its terms are substantially similar to the Sonder Holdings Inc. 2021 Equity Incentive Plan, including with respect to treatment of equity awards in the event of a "merger" or "change in control" as defined under the Inducement Plan, but with such other terms and conditions intended to comply with the Nasdaq inducement award exception or to comply with the Nasdaq acquisition and merger exception.

In accordance with the Nasdaq Listing Rules, awards under the Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals' bona fide period of non-employment with the Company), as an inducement material to the individuals' entry into employment with the Company or, to the extent permitted by the Nasdaq Listing Rules, in connection with a merger or acquisition.

A copy of the Inducement Plan and related form agreements under the Inducement Plan are attached as Exhibits 10.1, 10.2, and 10.3 hereto and incorporated by reference herein. The above description of the Inducement Plan does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Appointment of Interim Principal Financial Officer

Effective January 23, 2023, the Board appointed Chris Berry, the Company's Senior Vice President and Chief Accounting Officer, to the additional role of Interim Principal Financial Officer of the Company, in connection with the previously disclosed resignation of the Company's President and Chief Financial Officer. Mr. Berry, 48, has served as the Company's Chief Accounting Officer since August 1, 2022, and will serve as Interim Principal Financial Officer until such time as a permanent Chief Financial Officer is appointed, or until his earlier resignation or removal. Before joining the Company, Mr. Berry served as Vice President, Corporate Controller, and Chief Accounting Officer of Alaska Air Group, Inc., from February 2017 to April 2022. Mr. Berry joined Alaska Air Group, Inc. in 2005 and served in various roles of increasing responsibility in SEC reporting, accounting operations, and investor relations, including Managing Director of Accounting, Corporate Controller and Principal Accounting Officer from February 2014 to February 2017, Managing Director, Investor Relations from October 2010 to February 2014, and Director, Financial Reporting and Accounting from March 2005 to October 2010. Mr. Berry holds a Bachelor of Business Administration from the University of Louisiana Monroe and holds a CPA license in Washington State.

There are no arrangements or understandings between Mr. Berry and any other persons pursuant to which Mr. Berry was selected to become Interim Principal Financial Officer, nor are there any family relationships between Mr. Berry and any of the Company's directors or other executive officers subject to disclosure under Item 401(d) of Regulation S-K. There were no changes in Mr. Berry's compensation in connection with his appointment as Interim Principal Financial Officer. Neither Mr. Berry nor any related person of Mr. Berry has a direct or indirect material interest in any transaction that would require disclosure under Item 404(a) of Regulation S-K.

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits



(d)  Exhibits

      Exhibit No.                                           Description
          10.1                   Sonder Holdings Inc. 2023 Inducement Equity Incentive Plan
                                 Form of Option Award Agreement under 2023 Inducement Equity
          10.2                 Incentive Plan
                                 Form of Restricted Stock Unit Agreement under 2023 Inducement
          10.3                 Equity Incentive Plan
                               Cover Page Interactive Data File (embedded within the Inline XBRL
          104                  document)

© Edgar Online, source Glimpses