Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 30, 2022, BigBear.ai Holdings, Inc. (the "Company") terminated the employment of Joshua Kinley, the Company's Chief Development Officer, and the Company entered into a separation agreement and general release with Mr. Kinley (the "Separation and Release Agreement"), pursuant to which Mr. Kinley will receive the following payments and benefits pursuant to the BigBear.ai, LLC Executive Severance Plan (the "ESP"), in each case, less all applicable taxes, withholdings and authorized or required deductions: (i) a lump sum payment of $175,000, which is equivalent to his base salary for a period of six months, (ii) a lump sum payment of $131,250, which is equivalent to 50% of his Target Annual Bonus (as defined in the ESP), and (iii) a lump sum payment of $10,515.12, which is equivalent to seven months of the employer share of health and welfare premiums for plans in which Mr. Kinley was enrolled in as of his separation date (collectively, the "Severance Benefits"). In exchange for the Severance Benefits, Mr. Kinley agreed to a release of claims in favor of the Company and reaffirmed his commitment to comply with his existing restrictive covenant obligations. A replacement for Mr. Kinley's position will not be pursued at this time.

The foregoing is not a complete description of the parties' rights and obligations under the Separation and Release Agreement and is qualified by reference to the full text and terms of the agreement, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits:

  Exhibit No.         Description
10.1                    Separation and Release Agreement, dated as of December     30,     2022, by
                      and between BigBear.ai Holdings, Inc. and     Joshua     Kinley
104                   Cover Page Interactive Data File (embedded within the Inline XBRL document)


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