Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amended and Restated Executive Severance Plan
On May 20, 2022, the Compensation Committee (the "Compensation Committee") of
the Board of Directors (the "Board") of Vroom, Inc. (the "Company") approved an
amendment and restatement of the Company's Executive Severance Plan (the
"Amended and Restated Executive Severance Plan"). The Amended and Restated
Executive Severance Plan aligns the treatment of equity awards in the event of a
Termination Upon a Change in Control with the terms of our 2020 Incentive Award
Plan and current market practice by providing for full acceleration and, if
applicable, exercisability of all equity awards held by a Participant as of the
date of the termination. The value of any such equity awards that are
performance-vesting awards shall be calculated assuming achievement of
applicable performance goals or objectives at the greater of actual performance
or 100%. In addition, the Amended and Restated Executive Severance Plan
specifies that the Chief Executive Officer's CIC Severance Multiplier is two and
one quarter (2.25). Benefits pursuant to the Amended and Restated Executive
Severance Plan are subject to a Participant's compliance with any Employee
Inventions and Proprietary Information Agreement or other similar agreement
between the Participant and an entity or entities in the Company Group.
The foregoing summary of the Amended and Restated Executive Severance Plan is
not complete and is qualified in its entirety by reference to the full text of
the Amended and Restated Executive Severance Plan, a copy of which is attached
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item
5.02 by reference. Any capitalized term used and not defined in this Item 5.02
shall have the same meaning set forth in the Amended and Restated Executive
Severance Plan.
Inducement Award Plan
On May 20, 2022, the Compensation Committee approved the adoption of the Vroom,
Inc. 2022 Inducement Award Plan (the "Inducement Award Plan"), which was adopted
by the Compensation Committee without stockholder approval pursuant to Rule
5635(c)(4) of the Nasdaq Stock Market LLC listing rules ("Rule 5635(c)(4)"). In
accordance with Rule 5635(c)(4), awards under the Inducement Award Plan may only
be made to a newly hired employee who has not previously been a member of the
Board or an employee who is being rehired following a bona fide period of
non-employment by the Company or a subsidiary as a material inducement to the
employee's entering into employment with the Company or its subsidiary. An
aggregate of 3,000,000 shares of the Company's common stock have been reserved
for issuance under the Inducement Award Plan.
Amendment to Offer Letter with Robert Krakowiak
On May 20, 2022, the Compensation Committee approved an amendment to the offer
letter by and between the Company and Robert Krakowiak, the Company's Chief
Financial Officer, dated September 13, 2021 (the "Amended Offer Letter"). The
Amended Offer Letter revises Mr. Krakowiak's 2022 annual equity grant
entitlement, originally anticipated to be in the form of performance stock unit
awards with a grant date fair value of $1,000,000, to a grant of 500,000
restricted stock units and 300,000 stock options, in each case on terms and
conditions consistent with those applicable to similar awards granted to the
Company's executive leadership team.
The foregoing summary of the Amended Offer Letter is not complete and is
qualified in its entirety by reference to the full text of the Amended Offer
Letter, a copy of which is attached as Exhibit 10.2 to this Current Report on
Form 8-K and incorporated in this Item 5.02 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Amended and Restated Executive Severance Plan
10.2 Amended Offer Letter
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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