Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Entry into Amended and Restated Employment Agreement with David Frank
On March 29, 2023, AquaBounty Technologies, Inc. (the "Company") entered into an
amended and restated employment agreement effective March 29, 2023 (an "A&R
Employment Agreement,") with David Frank, the Company's Chief Financial Officer,
which amends and restates Mr. Frank's Employment Agreement dated October 1,
2007. Mr. Frank is referred to as an "Executive Officer."
The A&R Employment Agreement provides that: (i) Mr. Frank's Executive Officer's
employment is at-will, (ii) Mr. Frank will receive an initial annual base salary
of $325,000, which may be increased by the Company in its sole discretion or
decreased by written consent of the parties, and (iii) Mr. Frank will be
eligible to receive a target annual bonus equal to 40% of his annual base
salary, subject to the achievement of performance goals to be determined by the
Compensation and Human Capital Committee of the Board of Directors of the
Company.
Under Mr. Frank's A&R Employment Agreement, upon termination of the Executive
Officer's employment by the Company without Cause (as defined in the A&R
Employment Agreement) or upon termination of employment by the Executive Officer
following a 10% or greater reduction in the Total Target Compensation (as
defined in the A&R Employment Agreement), a material diminution of the Executive
Officer's authority, duties, status or title or the Company informing the
Executive Officer that he will be required to relocate his residence in order to
remain employed with the Company, the Executive Officer is entitled to receive
(i) a severance payment equal to his then current base salary, payable in 12
equal monthly installments; (ii) a pro rata portion of the bonus that the
Executive Officer would have otherwise received had the Executive Officer been
employed on a full-time basis through the end of the fiscal year; and (iii)
coverage for such Executive Officer and his eligible dependents under the
Company's group health plans for one (1) year. In addition, such Executive
Officer will become vested on a pro rata basis in any restricted stock grants,
stock options or other equity-based awards then held by the Executive Officer
that are then unvested in whole or in part. If a Change of Control (as defined
in the A&R Employment Agreement) occurs and either the Executive Officer's
employment is terminated without Cause or his employment is terminated by such
Executive Officer with Good Reason (as defined in the A&R Employment Agreement),
in either case within twelve (12) months after the effective date of the Change
of Control, immediately prior to such termination, all unvested equity
compensation that has been granted to the Executive Officer will immediately
become fully vested. The foregoing benefits are conditioned, among other things,
on the Executive Officer's compliance with post-termination obligations under
his A&R Employment Agreement and execution of a release of claims agreement in
favor of the Company.
The Executive Officer had previously entered into the Company's standard form of
indemnification agreement.
The foregoing summary of the A&R Employment Agreement is not complete and is
qualified in its entirety by reference to the full text of the A&R Employment
Agreement, which the Company intends to file as an exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ending March 31, 2023.
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