Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Reference is made to that certain Agreement and Plan of Merger, dated as of
February 17, 2021 (the "Merger Agreement"), by and among Osprey Technology
Acquisition Corp., a Delaware corporation (the "Company"), Osprey Technology
Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the
Company ("Merger Sub") and BlackSky Holdings, Inc., a Delaware corporation
("BlackSky"), pursuant to which Merger Sub will merge with and into BlackSky,
with BlackSky being the surviving company and wholly-owned subsidiary of the
Company (the "Merger"). The Merger is subject to the Company and BlackSky
stockholder approval and other customary closing conditions, which we currently
expect to be satisfied sometime during the 3rd quarter of this year. As used
herein, "New BlackSky Parent" refers to the Company after giving effect to the
Merger.
On August 18, 2021, BlackSky announced the addition of three members to its
executive team: Mr. Johan Broekhuysen, chief financial officer; Mr. Henry
Dubois, chief development officer; and Ms. Chris Lin, general counsel.
Mr. Broekhuysen will assume the role of Chief Financial Officer following the
completion of BlackSky's merger with Osprey Technology Acquisition Corp.
BlackSky's current CFO, Brian Daum, will remain with BlackSky as a senior
advisor for a transitional period. A copy of BlackSky's press release announcing
these changes is attached hereto as Exhibit 99.1.
Brian O'Toole (CEO) Confirmatory Employment Letter
On August 18, 2021, BlackSky entered into a confirmatory employment letter with
Mr. Brian O'Toole, effective as of August 18, 2021, to set forth the terms and
conditions of Mr. O'Toole's continued employment as the president and chief
executive officer of BlackSky. This employment letter replaces and supersedes
the Executive Employment Agreement, dated as of January 3, 2019, between
Mr. O'Toole and BlackSky (f/k/a Spaceflight Industries, Inc.).
Pursuant to his employment letter, Mr. O'Toole will serve as president and chief
executive officer of BlackSky, and as a member of the board of directors of
BlackSky (the "Board"). Mr. O'Toole received an annual base salary of $465,000
(which is an increase from his prior annual base salary of $375,000), and his
annual base salary will be subject to review and increase (but not decrease) by
the Board or the compensation committee of the Board. Mr. O'Toole will continue
to be eligible for an annual bonus in respect of calendar year 2021 based on the
previously established performance objectives, with a target bonus amount of
(i) for the period from January 1, 2021 through the day before the effective
date of the employment letter, 50% of his base salary for such period, and
(ii) for the period from the effective date of the employment letter through
December 31, 2021, 100% of his base salary for such period. Beginning in
calendar year 2022, Mr. O'Toole's target annual bonus will be not less than 100%
of his annual base salary.
Following the Merger, the outstanding equity awards held by Mr. O'Toole will
continue to vest in accordance with their terms. Beginning in calendar year
2022, Mr. O'Toole will be eligible to receive annual equity awards under the
Company's equity incentive plans as in effect from time to time. It is
anticipated that his annual equity awards will consist of (i) an annual grant of
restricted stock units ("RSUs") having a value of $937,500 (based on the New
BlackSky Parent share price on the date of grant), which will generally vest
with respect to 25% of the RSUs on the first anniversary of the vesting
commencement date and, with respect to the remaining RSUs, in equal quarterly
installments thereafter over the following three-year period (in each case
subject to continued service through the applicable vesting date), and (ii) an
option to purchase a number of New BlackSky Parent shares equal to twice the
number of shares subject to the RSU award for the applicable year, which will
generally vest with respect to 25% of the shares subject to the option on the
first anniversary of the vesting commencement date and, with respect to the
remaining shares subject to the option, in equal monthly installments thereafter
over the following three-year period (in each case subject to continued service
through the applicable vesting date). However, the actual annual equity awards
granted to O'Toole (if any) and the terms of such equity awards will be in the
sole discretion of the equity incentive plan's administrator.
In addition, Mr. O'Toole will receive a lump sum payment of $520,000 within 30
days following the closing of the Merger if he remains employed through the
closing, and he is entitled to reimbursement for up to $10,000 in attorneys'
fees incurred in connection with the negotiation, preparation, and execution of
the employment letter. Mr. O'Toole will participate in the Executive Severance
Plan, as described further below, as a Tier 1 participant.
This description of Mr. O'Toole's employment letter does not purport to be
complete, and is qualified in its entirety by reference to the full text of the
employment letter attached hereto as Exhibit 10.1, which is incorporated by
reference herein.
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Johan Broekhuysen (CFO) Executive Offer Letter
On August 18, 2021, BlackSky entered into an executive offer letter with
Mr. Johan Broekhuysen, effective August 18, 2021, to set forth the terms and
conditions of Mr. Broekhuysen's employment with BlackSky as a Senior Advisor
initially and then subsequent succession to the role of chief financial officer
of BlackSky, to occur two business days following the filing of the required
disclosure statement on Form 8-K related to the consummation of the Merger.
Mr. Broekhuysen will receive an annual base salary of $385,000 and is eligible
to participate in the Company's annual incentive bonus program, with an annual
bonus target of not less than 100% of his annual base salary (with his annual
bonus target for the Company's 2021 fiscal year prorated based on his employment
start date and assuming that his employment start date occurs before October 1,
2021).
Following the Merger, Mr. Broekhuysen will be eligible to receive an initial
equity award under the Company's equity incentive plan in respect of calendar
year 2021, consisting of (i) an award of RSUs having a value of $3,500,000
(based on the New BlackSky Parent share price on the date of grant), which will
generally vest with respect to 25% of the RSUs on the first anniversary of
Mr. Broekhuysen's employment start date and, with respect to the remaining RSUs,
in equal quarterly installments thereafter over the following three-year period
(in each case subject to continued service through the applicable vesting date),
and (ii) an option to purchase a number of New BlackSky Parent shares equal to
twice the number of shares subject to the RSU award in respect of calendar year
2021, which will generally vest with respect to 25% of the shares subject to the
option on the first anniversary of Mr. Broekhuysen's employment start date and,
with respect to the remaining shares subject to the option, in equal monthly
installments thereafter over the following three-year period (in each case
subject to continued service through the applicable vesting date). Beginning in
calendar year 2022, Mr. Broekhuysen will be eligible to receive annual equity
awards under the Company's equity incentive plans as in effect from time to
time. It is anticipated that his annual equity awards will consist of (i) an
annual award of RSUs having a value of $1,750,000 (based on the New BlackSky
Parent share price on the date of grant), and (ii) an option to purchase a
number of New BlackSky Parent shares equal to twice the number of shares subject
to the RSU award for the applicable year. However, the actual annual equity
awards granted to Mr. Broekhuysen (if any) and the terms of such equity awards
will be in the sole discretion of the equity incentive plan's administrator.
Mr. Broekhuysen will participate in the Executive Severance Plan, as described
further below, as a Tier 2 participant.
This description of Mr. Broekhuysen's offer letter does not purport to be
complete, and is qualified in its entirety by reference to the full text of the
offer letter attached hereto as Exhibit 10.2, which is incorporated by reference
herein.
Henry Dubois (Chief Development Officer) Executive Offer Letter
On August 18, 2021, BlackSky entered into an executive offer letter with
Mr. Henry Dubois, effective August 18, 2021, to serve as the Company's chief
development officer. Mr. Dubois will receive an annual base salary of $400,000
and is eligible to participate in the Company's annual incentive bonus program,
with an annual bonus target of not less than 75% of his annual base salary (with
his annual bonus target for the Company's 2021 fiscal year prorated based on his
employment start date, which is considered to be August 17, 2021 for purposes of
the offer letter). Upon beginning employment, the consulting agreement between
Mr. Dubois and the BlackSky will terminate (provided, however, the Mr. Dubois
will remain eligible to receive a $250,000 financing transaction incentive fee
upon the consummation of the Merger in accordance with the consulting
agreement), and his outstanding equity awards will continue to vest in
accordance with their terms.
Following the Merger, Mr. Dubois will be eligible to receive an initial equity
award under the Company's equity incentive plan in respect of calendar year
2021, consisting of (i) an award of RSUs having a value of $1,750,000 (based on
the New BlackSky Parent share price on the date of grant), which will generally
vest with respect to 25% of the RSUs on the first anniversary of Mr. Dubois's
employment start date and, with respect to the remaining RSUs, in equal
quarterly installments thereafter over the following three-year period (in each
case subject to continued service through the applicable vesting date), and
(ii) an option to purchase a number of New BlackSky Parent shares equal to twice
the number of shares subject to the RSU award in respect of calendar year 2021,
which will generally vest with respect to 25% of the shares subject to the
option on the first anniversary of Mr. Dubois's employment start date and, with
respect to the remaining shares subject to the option, in equal monthly
installments thereafter over the following three-year period (in each case
subject to continued service through the applicable vesting date).
Beginning in calendar year 2022, Mr. Dubois will be eligible to receive annual
equity awards under the Company's equity incentive plans as in effect from time
to time. It is anticipated that his annual equity awards will consist of (i) an
annual award of RSUs having a value of $875,000 (based on the New BlackSky
Parent share price on the date of grant), and (ii) an option to purchase a
number of New BlackSky Parent shares equal to twice the number of shares subject
to the RSU award for the applicable year. However, the actual annual equity
awards granted to Mr. Dubois (if any) and the terms of such equity awards will
be in the sole discretion of the equity incentive plan's administrator.
Mr. Dubois will participate in the Executive Severance Plan, as described
further below, as a Tier 2 participant. In addition, Mr. Dubois's RSU awards
outstanding prior to the Merger will accelerate their vesting upon a termination
without cause independent of a change in control (notwithstanding the Executive
Severance Plan to the contrary).
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This description of Mr. Dubois's offer letter does not purport to be complete,
and is qualified in its entirety by reference to the full text of the offer
letter attached hereto as Exhibit 10.3, which is incorporated by reference
herein.
Chris Lin (GC) Executive Offer Letter
On August 18, 2021, BlackSky entered into an executive offer letter with
Ms. Chris Lin, effective August 18, 2021, to serve as the Company's general
counsel beginning on or about August 23, 2021. Ms. Lin will receive an annual
base salary of $375,000 and is eligible to participate in the Company's annual
incentive bonus program, with an annual bonus target of not less than 50% of her
annual base salary (with her annual bonus target for the Company's 2021 fiscal
year prorated based on her employment start date and assuming that her
employment start date occurs before October 1, 2021).
Following the Merger, Ms. Lin will be eligible to receive an initial equity
award under the Company's equity incentive plan in respect of calendar year
2021, consisting of (i) an award of RSUs having a value of $1,500,000 (based on
the New BlackSky Parent share price on the date of grant), which will generally
vest with respect to 25% of the RSUs on the first anniversary of Ms. Lin's
employment start date and, with respect to the remaining RSUs, in equal
quarterly installments thereafter over the following thee-year period (in each
case subject to continued service through the applicable vesting date), and
(ii) an option to purchase a number of New BlackSky Parent shares equal to twice
the number of shares subject to the RSU award in respect of calendar year 2021,
which will generally vest with respect to 25% of the shares subject to the
option on the first anniversary of Ms. Lin's employment start date and, with
respect to the remaining shares subject to the option, in equal monthly
installments thereafter over the following three-year period (in each case
subject to continued service through the applicable vesting date).
Beginning in calendar year 2022, Ms. Lin will be eligible to receive annual
equity awards under the Company's equity incentive plans as in effect from time
to time. It is anticipated that her annual equity awards will consist of (i) an
annual award of RSUs having a value of $750,000 (based on the New BlackSky
Parent share price on the date of grant), and (ii) an option to purchase a
number of New BlackSky Parent shares equal to twice the number of shares subject
to the RSU award for the applicable year. However, the actual annual equity
awards granted to Ms. Lin (if any) and the terms of such equity awards will be
in the sole discretion of the equity incentive plan's administrator.
Ms. Lin will participate in the Executive Severance Plan, as described further
below, as a Tier 2 participant.
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Confirmatory Offer Letter, dated August 18, 2021, by and
between BlackSky Holdings, Inc. and Brian O'Toole
10.2 Executive Offer Letter, dated August 18, 2021, by and between
BlackSky Holdings, Inc. and Johan Broekhuysen
10.3 Executive Offer Letter, dated August 18, 2021, by and between
BlackSky Holdings, Inc. and Henry Dubois
10.4 Executive Offer Letter, dated August 18, 2021, by and between
BlackSky Holdings, Inc. and Chris Lin
10.5 Transition and Consulting Agreement, dated August 18, 2021, by
and between BlackSky Holdings, Inc, and Brian Daum
10.6 BlackSky Technology Inc. Executive Change in Control and
Severance Plan, adopted August 16, 2021, and form of
participation agreement attached as appendix A.
99.1 Press Release, dated August 18, 2021
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