Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Chief Financial Officer who has resigned as an employee effective
principal financial officer during the period between
the Effective Date.
assist in the transition of his duties.
of any dispute or disagreement with the Company, its board of directors, or its
management, or any matter relating to the Company's operations, policies or
Financial Officer at
President, Corporate Strategy, Business Development and Technology at The Walt
Disney Company, a global entertainment company, from 1994 to 2013.
holds a B.A. with Distinction in Economics and History from
and an M.B.A. from
specific term and provides that
Employment Letter, the Company will pay
Company's normal performance review practices.
In addition, pursuant to the Employment Letter,
terminated as a result of death or disability or her employment is terminated by
the Company for Cause (as defined in the Severance Plan described below), she
will be required to repay a pro rata portion (based upon the number of months
actually worked) of the gross amount of the signing bonus to the Company within
ninety (90) days of the end of her employment. The Company determined the size
and terms of the sign-on bonus after considering such factors as it determined
appropriate, including the value of the long-term equity grants
forfeit from her current employer upon joining the Company.
The Employment Letter provides that, subject to the approval of the Company's
board of directors or its authorized committee (the "Board"), the Company will
value of approximately
total number of RSUs associated with the new hire award on the first quarterly
vesting date (set at
year) ("Quarterly Vesting Dates") that occurs after
(3) months of continuous service and as to 1/16th of the total number of RSUs
associated with the new hire award on each Quarterly Vesting Date thereafter, in
all cases, subject to
subsidiaries or affiliates from the grant date through the applicable Quarterly
Vesting Date. The number of RSUs subject to the award is calculated by dividing
the value of the award by the 20-trading day trailing average closing price of a
share of the Company's Class A Common Stock, ending on the last trading day
preceding the Monday of the week of prior to the date
employment with the Company, rounded down to the nearest whole RSU, as
determined by the Board. The award is expected to be made by no later than
conditions of the Company's 2019 Equity Incentive Plan (as may be amended by the
Board) and the applicable form(s) of RSU agreement.
Beginning in fiscal year 2023,
additional RSU grants based on her continued employment in good standing with
the Company, and at the sole discretion of the Board.
The Employment Letter also provides that
participate in the Company's Executive Change in Control and Severance Plan (the
"Severance Plan"), a copy of which has been filed as Exhibit 10.6 to the
Company's Registration Statement on Form S-1 (File No. 333-229996), filed with
participation level will be at the same level as other named executive officers
who are not Co-Founders. The terms and conditions of the Severance Plan are
described in the Company's proxy statement for the annual meeting of
stockholders filed with the
Payments Upon Termination or Change of Control."
and corporate housing in the
Effective upon her appointment as Chief Financial Officer of the Company,
meaning of Section 16 of the Securities Exchange Act of 1934, as amended.
prior to the date she commences employment with the Company, a copy of which has
been filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1
(File No. 333-229996), filed with the
There are no other arrangements or understandings between
persons pursuant to which
the Company. There are no family relationships between
or executive officer of the Company, and she has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of
The foregoing summary of the Employment Letter is subject to, and qualified in
its entirety by, the full text of the Employment Letter, which will be filed as
an exhibit to a subsequent periodic report filed with the
Roberts Transition Agreements
As part of his transition, on
separation agreement with
which he will receive a cash payment in the amount of
release of claims. In addition,
with the Company (the "Consulting Agreement") pursuant to which
provide transition services to the Company following his departure until
during the Consulting Term in accordance with the original vesting schedule,
provided that he remains as a service provider to the Company. Accelerated
vesting was not provided. In addition, subject to
revoking a supplemental release of claims with the Company following the end of
the Consulting Term, the post-termination exercise period of all of
stock options, to the extent vested and exercisable at the end of the Consulting
Term, will be extended until the original maximum term of such stock options.
The foregoing summaries of the Separation Agreement and the Consulting Agreement
are subject to, and qualified in their entirety by, the full text of such
agreements, which will be filed as exhibits to a subsequent periodic report
filed with the
Item 9.01 Financial Statements and Exhibits.
99.1 Press Release issued by
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