Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 28, 2023, Richard Hawwa and Embark Trucks, Inc. (the "Company") reached
an agreement regarding Mr. Hawwa's resignation from his position as the
Company's Chief Financial Officer effective April 28, 2023 ("Separation Date").
In connection with his resignation, the Company has entered into a letter
agreement with Mr. Hawwa, dated as of April 28, 2023 (the "Hawwa Agreement").
Under the Hawwa Agreement, the separation benefits provisions set forth in Mr.
Hawwa's offer letter have been amended such that he will receive (i) a cash
amount equal to $182,500 payable in a lump sum, (ii) an additional cash amount
of $73,000 (representing 50% of Mr. Hawwa's anticipated 2023 target bonus),
payable in a lump sum, and (iii) reimbursement of insurance premiums to continue
Mr. Hawwa's existing health benefits for six months following the Separation
Date. Mr. Hawwa's departure is not related to any disagreement with the Company
or the registrant on any matter relating to the registrant's operations,
policies or practices. Pursuant to the agreement, Mr. Hawwa will remain
available on a consulting basis to assist the Company with certain transitional
activities for a period of forty-five days beginning April 29, 2023.
On April 26, 2023, the Board of Directors of the Company approved the
appointment of Morgan Dioli to serve as the Company's interim Chief Financial
Officer and designated Mr. Dioli to serve as the Company's principal financial
officer and principal accounting officer, succeeding Mr. Hawwa. Mr. Dioli's
appointment will be effective upon the Separation Date.
Mr. Dioli, age 54, has served as a partner at Ravix Group Inc. ("Ravix"), a
provider of outsourced accounting, financial consulting and financial management
services, since 2016. Mr. Dioli is a managing partner and consulting CFO for
Ravix Group. Over the past 20 years, Mr. Dioli has worked for a wide range of
startups and technology companies. Prior to joining Ravix Group, he was the CFO
for SocialChorus. He co-founded Azzurri Finance, a finance and accounting
consulting firm. His clients included Twitter, Getaround, Scribd, Swiftype,
Terracotta and Hazelcast. Mr. Dioli earned his MBA from the McDonough School of
Business at Georgetown University. He authored the eBook "Never Startup Alone"
and co-developed a relationship app called Lovebind.
The Company and Ravix are party to a Consulting Agreement dated April 5, 2023
(the "Consulting Agreement") pursuant to which Ravix provides consulting
services to the Company. Under the Consulting Agreement, the Company will pay
Ravix an agreed upon hourly rate for such services, including $300 per hour for
services performed by Mr. Dioli, and will reimburse Ravix for expenses. Pursuant
to the Consulting Agreement, Ravix and Mr. Dioli are entitled to indemnification
in certain instances in connection with the services provided.
There is no arrangement or understanding between Mr. Dioli and any other persons
pursuant to which Mr. Dioli was selected as an officer within the meaning of
Item 401(b) of Regulation S-K under the U.S. Securities Act of 1933 ("Regulation
S-K") nor are there any family relationships between Mr. Dioli and any director,
executive officer or person nominated or chosen by the Company to become a
director or executive officer of the Company within the meaning of Item 401(d)
of Regulation S-K. Since the beginning of the Company's last fiscal year, the
Company has not engaged in any transaction in which Mr. Dioli had direct or
indirect material interest within the meaning of Item 404(a) of Regulation S-K.
The foregoing description of the Hawwa Agreement is a summary and is qualified
in its entirety by the text of the agreement, copies of which will be included
as exhibits to the Company's future SEC filings.
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