Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of Interim Chief Financial Officer.
In connection with the appointment of Jennifer Cote as the Company's Interim
Chief Financial Officer and Treasurer, the Company and Ms. Cote entered into a
letter agreement (the "Letter Agreement") dated December 29, 2022. The Letter
Agreement provides that, as of the Effective Date, Ms. Cote will receive an
annual base salary of $270,000.00. Ms. Cote will also be eligible to receive a
cash bonus equal to 25% of her base salary earned in 2023, payable in quarterly
installments on March 31, June 30, September 30, and December 31, 2023. Payment
of the cash bonus is subject to Ms. Cote's employment by the Company on the
applicable payment date and is in addition to any cash incentive bonus that she
may be eligible to receive for service in 2023. Ms. Cote is also eligible to
receive a one-time equity award consisting of time-based restricted stock units
having a grant date value of $75,000.00 and vesting on December 29, 2023. The
one-time equity award is subject to approval of the Compensation Committee of
the Company's Board of Directors and is in addition to any other equity awards
that Ms. Cote may be eligible to receive in 2023. All other terms and conditions
of Ms. Cote's at-will employment, including those in her April 28, 2022 offer
letter, remain in full force and effect.
The foregoing description of the Letter Agreement is qualified in its entirety
by reference to the complete text of the Letter Agreement, which is attached
hereto as Exhibit 10.1 and incorporated by reference herein. Ms. Cote's April
28, 2022 offer letter with the Company is attached hereto as Exhibit 10.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
Letter Agreement between Jennifer Cote and the Company dated
10.1 December 29, 2022.
Offer Letter between Jennifer Cote and the Company dated April
10.2 28, 2022.
Cover Page Interactive Data File (embedded within the XBRL
104 document).
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