IMPINJ, INC. Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
There are no arrangements or understandings between
In connection with
Pursuant to the Offer Letter,
• An annual base salary of $335,000 , with eligibility to participate in
an incentive compensation plan pursuant to which Mr. Baker will have
the ability to earn up to 65% of his base salary upon achievement of
corporate performance metrics determined by the Board or the
compensation committee of the Board;
• Equity awards consisting of (1) an option to purchase 60,000 shares
the Company's common stock at an exercise price equal to the fair
market value (as determined in accordance with the terms of the
Company's 2016 Equity Incentive Plan) on the date of grant (the
"Option") and (2) an award of 60,000 restricted stock units (the "RSU
Award"). One-fourth of the shares underlying the Option will vest on
February 17, 2020 , and 1/48th of the total number of shares underlying
the Option will vest on each month thereafter, such that the shares
underlying the Option will be fully vested on February 17, 2024 .
One-fourth of the shares underlying the RSU Award will vest on
February 17 , 2020, and 1/16th of the total number of shares
underlying the RSU Award will vest every three months thereafter, such
that the shares underlying the RSU Award will be fully vested on
February 17 , 2024. Vesting of both the Option and the RSU Award is
subject to Mr. Baker's continued service with the Company on the
applicable vesting dates.;
• Eligibility to participate in the Company's employee benefit plans,
policies and arrangements applicable to other executive officers
generally; and
• If the Company terminates Mr. Baker's employment for reasons other
than for "cause", death or "disability" or Mr. Baker resigns for "good
reason" (as such terms are to be defined in the Employment Agreement
(as defined below)), then, subject to the execution and non-revocation
of a release of claims in the form provided by the Company and
compliance with the restrictive covenants set forth therein, Mr. Baker
will be eligible to receive: (1) severance pay at a rate equal to his
base salary rate then in effect for six months from the date of
termination, (2)the pro-rated portion of any earned annual target
performance bonus, (3) reimbursement by the Company for up to six
months of COBRA premiums for Mr. Baker and his eligible dependents, if
Mr. Baker timely elects health insurance continuation through COBRA,
or taxable monthly payments of an equivalent amount for six months
following the termination date in lieu of COBRA premium
reimbursements, and (4) accelerated vesting of 100% of the then
unvested portion of outstanding equity awards, including the Option
and RSU Award, if his termination occurs within twelve months
following a "change of control" (as to be defined in his Employment
Agreement).
The Company and
If any of the payments provided under the Employment Agreement or otherwise
payable to
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such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to such executive.
In connection with his appointment,
The foregoing descriptions of the Offer Letter and the Employment Agreement do
not purport to be complete and are qualified in their entirety by reference to
the complete text of the Employment Agreement, which will be filed as an exhibit
to the Company's Annual Report on Form 10-K for the year ending
A copy of the press release announcing
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Description 99.1 Press Release, dated as ofJanuary 9, 2020 .
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