Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Michael
P. Rama Employment Agreement
On
May 19, 2022, we entered into a new employment agreement with Michael P. Rama, our Chief Financial Officer, renewing his prior
employment offer letter, dated as of February 7, 2020. The term of his new employment agreement started on January 1, 2022 and extends
until March 31, 2025. Pursuant to the employment agreement, Mr. Rama agreed to devote his full business efforts and time to our company.
The employment agreement provides that Mr. Rama will receive an initial annual base salary of $390,000, payable on our regular
scheduled payday. Mr. Rama will be eligible for an annual performance cash bonus of up to 50% of his annual base salary based on meeting
pre-determined periodic key performance indicators every year set by the mutual agreement of our Board’s Compensation Committee
and Mr. Rama. Mr. Rama will also be eligible to receive aggregate annual equity awards under our incentive compensation plan equal to
50% of his annual base salary. Such awards will be comprised of restricted common stock. 50% of the restricted common stock granted will
vest immediately on the grant date, and the remaining 50% will vest in equal one-third increments on each anniversary of the grant date,
in each instance subject to satisfying key performance indicators and other performance criteria and his continued employment with us
on the applicable vesting date. Mr. Rama is entitled to a monthly electric vehicle and auto insurance allowance of up to $1,500 per month,
and other employee benefits in accordance with our policies.
If
Mr. Rama’s employment is terminated by us other than for Cause (which includes willful material misconduct and willful failure
to materially perform his responsibilities to our company), he is entitled to receive severance equal to the number of months of his
actual employment under the new employment agreement prior to the termination capped at a maximum payment of 12 months of his base salary.
If
we undergo a “change in control” (which generally means a merger or acquisition of our company as a result of which the acquirer
obtains more than 50% of our total voting power), Mr. Rama will receive a severance payment equal to 2.99 times his annual base salary
if (i) he loses his position as our Chief Financial Officer (excluding elevation to a more senior position), (ii) his title is changed
to a lesser role, (iii) his compensation is materially decreased, or (iv) he is terminated without Cause during the merger/acquisition
process or within one year after the closing of such transaction. Additionally, all restricted common stock and stock options held by
Mr. Rama will immediately vest upon a change in control.
Aviv
Hillo Employment Agreement
On
May 19, 2022, we entered into a new employment agreement with Aviv Hillo, our General Counsel, renewing his prior employment offer
letter, dated as of June 18, 2018, which had been renewed on September 25, 2020. The term of his new employment agreement will start
on June 1, 2022 and extends until May 31, 2025. Pursuant to the employment agreement, Mr. Hillo agreed to devote his full business efforts
and time to our company. The employment agreement provides that Mr. Hillo will receive an initial annual base salary of $390,000,
payable on our regular scheduled payday. Mr. Hillo will be eligible for an annual performance cash bonus of up to 50% of his annual base
salary based on meeting pre-determined periodic key performance indicators every year set by the mutual agreement of our Board’s
Compensation Committee and Mr. Hillo. Mr. Hillo will also be eligible to receive aggregate annual equity awards under our incentive compensation
plan equal to 50% of his annual base salary. Such awards will be comprised of restricted common stock. 50% of the restricted common stock
granted will vest immediately on the grant date, and the remaining 50% will vest in equal one-third increments on each anniversary of
the grant date, in each instance subject to satisfying key performance indicators and other performance criteria and his continued employment
with us on the applicable vesting date. As a signing bonus, Mr. Hillo received stock options to purchase 37,324 shares of common stock
at $15.70 per share, which will vest in equal one-third increments on each anniversary of the grant date. Mr. Hillo is entitled to a
monthly electric vehicle and auto insurance allowance of up to $1,500 per month, and other employee benefits in accordance with our policies.
If
Mr. Hillo’s employment is terminated by us other than for Cause (which includes willful material misconduct and willful failure
to materially perform his responsibilities to our company), he is entitled to receive severance equal to the number of months of his
actual employment under the new employment agreement prior to the termination capped at a maximum payment of 12 months of his base salary.
If
we undergo a “change in control” (which generally means a merger or acquisition of our company as a result of which the acquirer
obtains more than 50% of our total voting power), Mr. Hillo will receive a severance payment equal to 2.99 times his annual base salary
if (i) he loses his position as our General Counsel (excluding elevation to a more senior position), (ii) his title is changed to a lesser
role, (iii) his compensation is materially decreased, or (iv) he is terminated without Cause during the merger/acquisition process or
within one year after the closing of the transaction. Additionally, all restricted common stock and stock options held by Mr. Hillo will
immediately vest upon a change in control.
The
foregoing summary descriptions of our new employment agreements with Mr. Rama and Mr. Hillo are qualified in their entirety by reference
to the full texts thereof. Copies of the respective employment agreements are attached hereto as Exhibits 10.1 and 10.2 and incorporated
herein in their entirety.