Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 3, 2022, Venus Concept Inc. (the "Company") announced the separation
of Domenic Serafino as Chief Executive Officer (the "CEO") and member of the
Board of Directors, effective October 2, 2022.
On December 30, 2022, Mr. Serafino and Venus Concept Canada Corp. ("Venus")
entered into a Minutes of Settlement Agreement (the "Settlement"). Pursuant to
the terms of the Settlement, Mr. Serafino is entitled to receive, in connection
with his separation, (i) a combined maximum total of USD $700,000 by October 15,
2023 (the "Pay Period") in accordance with the payment schedule set forth in the
Settlement, representing 15 months of his regular base salary as at the
Termination Date (the "Payment"), (ii) USD $363,000 in respect of earned but
unpaid fiscal year 2021 bonus on or before December 31, 2022 and (iii)
outstanding vacation pay for fifteen (15) accrued but unused vacation days on or
before December 31, 2022. All payments are subject to applicable withholdings
and deductions. Should Mr. Serafino obtain comparable employment within the Pay
Period, any salary continuance and/or lump sum payments will automatically cease
and Venus will pay to Mr. Serafino, in a lump sum, fifty per-cent (50%) of the
remaining amount of the Payment.
In addition, Mr. Serafino's granted and unvested options, including Restricted
Stock Units granted in March 2022, will continue to vest in the regular course
per the vesting schedule of the respective grant. Once the final tranche of
options vests, Mr. Serafino will have thirty (30) days to exercise any remaining
unexercised options. In the event of a Change of Control (as defined in the
Settlement), any remaining unpaid portion of the Payment will immediately become
payable, and all unvested options shall immediately vest and become exercisable
for ninety (90) days after Mr. Serafino is notified or becomes aware of the
Change of Control. Venus will also contribute USD $5,000 in respect of Mr.
Serafino's legal fees, to be paid directly to his counsel.
The Settlement provides for a general waiver and release of claims in favor of
the Company and its affiliates and other customary provisions, including
non-disclosure and non-disparagement provisions.
The Settlement is attached to this Current Report on Form 8-K as Exhibit 10.1
and is incorporated herein by reference. The foregoing description of the
material terms of the Settlement does not purport to be complete and is
qualified in its entirety by reference to the exhibit attached hereto.
Item 9.01. Financial Statements and Exhibits.
Exhibit
No. Description
10.1 Minutes of Settlement, by and between Domenic Serafino and Venus Concept
Canada Corp, dated December 30, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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