Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Chief Legal Officer
On January 10, 2023, Tamara Brandt, the Chief Legal Officer and Head of Business
and Legal Affairs of FaZe Holdings Inc. (the "Company"), notified the Board of
Directors of the Company (the "Board") that she will resign from the Company,
effective as of February 3, 2023 (the "Resignation Date"). Ms. Brandt will be
joining Creative Artists Agency later in February in a senior role in the legal
department.
In connection with Ms. Brandt's resignation, on January 15, 2023, the Company
and Ms. Brandt entered into a separation agreement (the "Separation Agreement")
and an advisory agreement (the "Advisory Agreement," and collectively, the
"Agreements"). Pursuant to the Agreements, among other things, (i) during the
term of the Advisory Agreement, Ms. Brandt's unvested stock options and
restricted stock with the Company will continue to vest; (ii) upon the
termination of the Advisory Agreements, each of Ms. Brandt's unvested stock
options will vest and become exercisable for a year after the date of such
termination, subject to Ms. Brandt complying with the terms of the Advisory
Agreement, and (iii) for the period commencing on February 4, 2023 and ending on
June 4, 2023, with a two-month mutual extension option, Ms. Brandt will provide
advisory services to the Company at a monthly rate of $37,500. The vesting of
Ms. Brandt's unvested stock options and restricted stock awards is also subject
to the execution and nonrevocation of a release of claims in favor of the
Company. The foregoing description is qualified in its entirety by the
Separation Agreement and the Advisory Agreement, which are attached hereto as
Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by
reference.
Item 8.01 Other Events
In connection with Ms. Brandt's resignation, Kyron Johnson, Corporate Counsel,
will serve as the acting General Counsel of the Company, effective as of
February 3, 2023.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
10.1 Separation Agreement between FaZe Holdings Inc. and Tamara Brandt,
dated January 15, 2023.
10.2 Advisory Agreement between FaZe Holdings Inc. and Tamara Brandt,
dated January 15, 2023.
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the iXBRL document).
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