Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 12, 2021, Robert Bailey notified ProSight Global, Inc. (the "Company") of
his decision to retire as the Company's Chief Underwriting and Risk Officer.
In connection with his retirement, Mr. Bailey has entered into a Transition and
Separation Agreement with the Company (the "Transition Agreement") pursuant to
which he has agreed to provide certain transition services to the Company until
the earlier of (i) the closing of the Company's previously announced merger
transaction contemplated by that certain Agreement and Plan of Merger, dated as
of January 14, 2021, by and among Pedal Parent, Inc., Pedal Merger Sub, Inc. and
the Company (the "Merger Agreement") and (ii) September 1, 2021 (such earlier
date, the "Termination Date").
The Transition Agreement entitles Mr. Bailey, subject to Mr. Bailey's general
release of claims, satisfactory performance of his transition duties through the
Termination Date and his ongoing compliance with certain restrictive covenants,
to a lump sum payment of the severance payments described in his employment
agreement with the Company, dated as of August 7, 2019 (the "Employment
Agreement"), and, if the Termination Date occurs prior to September 1, 2021,
such lump sum payment shall be increased to include payment of Mr. Bailey's
current base salary through September 1, 2021, and Mr. Bailey's Target Pro Rata
Bonus (as defined in the Employment Agreement) shall be pro-rated through and
including September 1, 2021 (such that the Target Pro Rata Bonus shall be equal
to 75% of his target bonus for the 2021 calendar year).
Additionally, the Transition Agreement provides that, subject to Mr. Bailey's
general release of claims, satisfactory performance of his transition duties
through the Termination Date and his ongoing compliance with certain restrictive
covenants, Mr. Bailey's outstanding equity awards will, to the extent not
previously vested, vest in full on the Termination Date and will be settled in
cash at a price of $12.85 per share.
The foregoing description of the Transition Agreement does not purport to be
complete and is qualified in its entirety by reference to the Transition
Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by
reference. For a detailed description of the Employment Agreement, please see
Item 11 - "Executive Compensation" of the Company's most recent Annual Report on
Form 10-K, filed with the United States Securities and Exchange Commission on
February 23, 2021.
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