Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) Departure of Directors or Certain Officers.
By letter dated January 18, 2022, Jatinder S. Bhogal tendered his resignation
(i) as a member and Chairman of the board of directors (the "Board") of
SolarWindow Technologies, Inc. (the "Company"), (ii) as the Company's Chief
Executive Officer, and (iii) as to any and all other positions he held, whether
as an officer and/or director of the Company or of any of the Company's direct
or indirect wholly-owned subsidiaries, effective as of midnight (Pacific Time)
on January 18, 2022.
Mr. Bhogal advised the Company that his resignation was not as a result of any
disagreement between himself and the Company, its management, the Board or any
committee of the Board, as to any matter relating to the Company's operations,
policies, or practices. Mr. Bhogal's resignation has been accepted by the
Company.
Mr. Bhogal will continue to serve as a consultant to the Company as described in
Item 5.02(b) below.
In accordance with the requirements of Item 5.02 of Form 8-K, the Company has
provided Mr. Bhogal with a copy of the disclosures that it is making in response
to this Item 5.02 and will provide Mr. Bhogal with the opportunity to furnish
the Company, as promptly as possible, with a letter addressed to the Company
stating whether Mr. Bhogal agrees with the statements made by the Company in
response to this Item 5.02 and, if not, stating the respects in which he does
not agree.
(b) Separation, Consulting and Release of Claims Agreement
On January 18, 2022 the Company, Mr. Bhogal, and Vector Asset Management, Inc.,
a British Columbia, Canada company through which Mr. Bhogal provided consulting
services to the Company ("VAMI"), entered into
a Separation and Release of Claims Agreement (the "Separation Agreement") a copy
of which is attached (in redacted form subject to a confidential treatment
request submitted to the Securities and Exchange Commission ("SEC")) to this
Report on Form 8-K as Exhibit 10.1. All capitalized terms used in this Item
5.02(b), and not otherwise defined, shall have the meaning ascribed thereto in
the Separation Agreement
Pursuant to the Separation Agreement:
(a) The Company, in exchange for Mr. Bhogal's general release and waiver of
claims and agreement to provide consulting services ("Consulting Services") to
the Company, the Company has agreed, among other things, on the Effective Date,
to:
(1) pay Mr. Bhogal, in addition to all amounts due him through the Separation
Date, a Separation Fee in the amount of $204,000;
(2) engage Mr. Bhogal as a consultant for the period commencing on the Effective
Date and continuing through July 31, 2022 (the "Initial Consulting Period") for
an aggregate fee of $34,000, payable in advance on the Effective Date. The
Consulting Services will be limited to legacy matters; Mr. Bhogal will not be
providing any executive consulting services to the Company. Commencing on August
1, 2022, provided the Company has not previously terminated the Consulting
Services (as discussed below) Mr. Bhogal will continue to provide consulting
services regarding any legacy matters, on a month-to-month basis and will be
paid a consulting fee of $100 per month until such time as the Consulting
Services is terminated (the "Extended Consulting Period"). During the Initial
Consulting Term, the Company may terminate the Consulting Services for any
reason and VAMI and the Executive may terminate the Consulting Services only for
Good Reason.As used in the Separation Agreement, "Good Reason" means the
termination of the Consulting Services by the Executive within thirty (30) days
following the expiration of any Company cure period (discussed below) following
the occurrence of a material breach of this Agreement by the Company.
Notwithstanding the foregoing, the Executive may not terminate the Consulting
Services for Good Reason without first providing the Company with written notice
of the acts or omissions constituting the grounds for Good Reason within ten
(10) days of the initial existence of the grounds for Good Reason and a
reasonable cure period of fifteen (15) Business Days following the date the
Company receives such notice during which such condition must not have been
cured. If the Consulting Services have not been terminated by either the
Company, on the one hand, or the Executive on the other hand, then the
Consulting Services shall continue in the Extended Consulting Period until
terminated by either (i) the Company upon one month's written notice to the
Executive or (ii) by the Executive or VAMI, upon one month's written notice to
the Company;
(3) maintain directors' and officers' insurance policies (the "D&O Insurance"),
covering the Executive, for a period of six years (or tail coverage for a
comparable period) having such terms and conditions reasonably consistent with
the Company's current D&O Insurance Policy; and
(4) amend the terms and conditions of each of the stock option agreements
between the Company and VAMI or the Executive, as the case may be (each a
"SOA"), pursuant to which VAMI or the Executive has an option to purchase shares
of the Company's common stock (collectively, the "Options") to provide for, to
the extent not included the SOAs: (i) a "cashless" exercise provision in the
form typically included in the Company's stock option agreements; (ii) an
extension of the time during which vested options may be exercised to and
including the original expiration or termination date of the Option as set forth
in the applicable SOA.
The foregoing description of the of the Strategic Agreement does not purport to
be complete and is qualified in its entirety by reference to the complete text
of the Separation Agreement, a copy of which (in redacted form subject to a
confidential treatment request) is attached as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated by reference herein.
(b) Appointment of Certain Officers. Mr. John Rhee, the Company's President
was appointed to serve as the Company's Chief Executive Officer and Chairman,
effective immediately following the effective date and time of Mr. Bhogal's
resignation, and to serve in such offices until such time as his successor shall
have been duly appointed or his earlier termination or removal; he also will
continue to serve as the Company's President. Mr. Rhee also will continue to
serve as President of SolarWindow Asia Co., Ltd., an indirect wholly-owned
subsidiary of the Company, as a member of the Board, and as an officer and
director of SolarWindow Asia (USA) Corp., the Company's wholly-owned subsidiary
and parent company of SolarWindow Asia Co., Ltd.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on January 24, 2022 titled "Former LG
Executives to Lead SolarWindow Manufacturing; New Majority Shareholder Appointed
Chairman & CEO." The press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
The information in this Item 7.01 and the exhibit attached hereto shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, regardless of
any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
Number Description
10.1 Separation and Release of Claims Agreement dated January 18, 2022 by
and among SolarWindow Technologies, Inc., Vector Asset Management,
Inc. and Jatinder S. Bhogal.*
* Confidential portions of this exhibit 10.1 have been redacted.
17.1 Resignation Letter dated January 18, 2022 from Jatinder S. Bhogal.
99.1 Press release dated January 24, 2022, titled "Former LG Executives
to Lead SolarWindow Manufacturing; New Majority Shareholder Appointed
Chairman & CEO."
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SOLARWINDOW TECHNOLOGIES, INC. 
