Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Long Term Incentive Awards
On January 1, 2022, the Board of Directors of Appgate, Inc., a Delaware
corporation ("Appgate" or the "Company"), approved the grant of long-term
incentive awards to Appgate's Executive Chairman, Chief Executive Officer and
Chief Financial Officer, in each case under the Appgate, Inc. 2021 Incentive
Compensation Plan (the "2021 Plan"). With respect to Barry Field, Appgate's
Chief Executive Officer, and Rene A. Rodriguez, Appgate's Chief Financial
Officer, the approved long-term incentive awards include two grants of
restricted stock units, each with a grant date of January 1, 2022. With respect
to Manuel D. Medina, Appgate's Executive Chairman, the approved long-term
incentive awards include one grant of restricted stock units with a grant date
of January 1, 2022. Upon vesting, the restricted stock units will settle in
shares of Appgate's common stock, par value $0.001 ("common stock").
The first grant of restricted stock units (the "Special RSUs") for Messrs. Field
and Rodriguez will vest 25% on January 1, 2022 and 6.25% thereafter on the first
day of each calendar quarter starting on April 1, 2022. The second grant of
restricted stock units (the "Year-One RSUs") for Messrs. Field and Rodriguez
will vest 25% on January 1, 2023 and 6.25% thereafter on the first day of each
calendar quarter starting on April 1, 2023. In each case, however, vesting will
not be effective until the earliest to occur of (a) the listing of Appgate's
common stock on either the Nasdaq or New York Stock Exchange and (b) a Change in
Control as defined in the 2021 Plan (the "Vesting Event"). Any restricted stock
units that would have otherwise vested prior to the Vesting Event, but did not
vest because the Vesting Event had not occurred as of such time, shall, to the
extent the time vesting would have otherwise occurred as of the date of the
Vesting Event, immediately be vested on the date of the Vesting Event (and the
date of such Vesting Event shall be deemed the vesting date for such restricted
stock units) regardless of whether Mr. Field or Rodriguez was in continuous
service with Appgate as of the date of the Vesting Event.
Mr. Medina's Special RSUs will vest 100% on January 1, 2022; provided, however,
that vesting will not be effective until the earliest to occur of (a) the
listing of the Company's common stock on either the Nasdaq or New York Stock
Exchange, (b) a Change in Control as defined in the 2021 Plan and (c) December
31, 2022 (the first to occur of (a), (b) or (c), the "Medina Vesting Event").
Any restricted stock units that would have otherwise become vested prior to the
Medina Vesting Event, but did not vest because the Medina Vesting Event had not
occurred as of such time, shall, to the extent the time vesting described above
would have otherwise occurred as of the date of the Medina Vesting Event,
immediately be vested on the date of the Medina Vesting Event (and the date of
such Medina Vesting Event shall be deemed the vesting date for such restricted
stock units) regardless of whether Mr. Medina was in continuous service with
Appgate as of the date of the Medina Vesting Event.
The following table sets forth the total Special RSUs and Year-One RSUs
(collectively, the "RSUs") awarded to Messrs. Medina, Field and Rodriguez:
Name and Title Special RSUs Year-One RSUs
Manuel D. Medina, Executive Chairman 1,102,217 N/A
Barry Field, Chief Executive Officer 461,278 395,381
Rene A. Rodriguez, Chief Financial Officer 131,794 131,794
The foregoing summary of the 2021 Plan and the RSUs is qualified in its entirety
by reference to the full text of the 2021 Plan, which was previously filed as
Exhibit 10.11 to Appgate's Current Report on Form 8-K filed with the Securities
and Exchange Commission on October 15, 2021, and the full text of the form of
award agreement for the RSUs, the form of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated into this Item 5.02 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1* Form of Award Agreement for Restricted Stock Units
104 Cover Page Interactive Data File
* Management contract or compensatory plan, contract or arrangement.
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