Item 2.02 Results of Operations and Financial Condition.
On
The information contained in this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective
In connection with
• an annual base salary of$400,000 ; • an annual bonus opportunity of up to 100% of base salary based on the achievement of performance goals, with a target payout of 50% of base salary, which amount is guaranteed for 2022; • a$114,000 signing bonus subject to repayment ifMr. Vieth voluntarily resigns without good reason (as defined in the Employment Agreement) or the Company terminatesMr. Vieth's employment for cause (as defined in the Employment Agreement) prior to the first anniversary of the Employment Agreement; • restricted stock units relating to 125,000 shares of common stock, vesting over four years; • stock options to purchase 50,000 shares of common stock with an exercise price of$25.00 per share, and stock options to purchase 150,000 shares of common stock with an exercise price equal to the grant date fair value of the Company's common stock, in each case vesting 25% on the first anniversary of the effective date of the Employment Agreement and ratably thereafter over the following 12 quarters (such stock options together with the restricted stock units in the preceding bullet, the "Inducement Grants"); and • a payment equal to 12 months base salary and COBRA coverage for up to 12 months ifMr. Vieth resigns for good reason or the Company terminatesMr. Vieth's employment without cause, or, if such resignation or termination occurs within two years following a change in control (as defined in the Employment Agreement), a
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payment equal to 24 months base salary, COBRA coverage for up to 18 months, the vesting of all ofMr. Vieth's equity awards, and a cash payment equal to$1,000,000 less the fair market value of the Inducement Grants at the time of the change in control.
There are no family relationships between
On
The foregoing descriptions of the Employment Agreement and Independent
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Employment Agreement between the Company andJason Vieth , effectiveJanuary 31, 2022 . 10.2 IndependentContractor Agreement between the Company andPaul Hodge , effectiveJanuary 31, 2022 . 99.1 Press release datedJanuary 31, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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