Item 5.02. Departure or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On January 25, 2021, the Compensation Committee (the "Compensation Committee")
of the Board of Directors of Ondas Holdings Inc. (the "Company") approved the
2021 Director Compensation Policy (the "Policy"). The Policy is applicable to
all directors that are not employees or compensated consultants of the Company.
Pursuant to the Policy, the cash compensation to non-employee directors will be
the following: (i) quarterly board retainer - $2,500; (ii) additional Board
Chair retainer - $2,000; (iii) additional Audit Committee Chair retainer -
$2,000; (iv) additional Compensation Committee Chair retainer - $3,000; and (v)
additional Nominating Committee Chair retainer - $1,000. Also, pursuant to the
Policy, the annual equity award to non-employee directors will be restricted
stock units representing $60,000. Also, pursuant to the Policy, non-employee
directors will be reimbursed for reasonable out-of-pocket business expenses
incurred in connection with business related to the Board of Directors. A copy
of the Policy is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
In addition, on January 25, 2021, the Compensation Committee approved the
following grants: (a) for Messrs. Cohen, Reisfield and Silverman (i) 5,000
restricted stock units pursuant to the 2018 Incentive Stock Plan, and (ii)
30,000 stock options, which are immediately exercisable, pursuant to the 2018
Incentive Stock Plan, at an exercise price of $12.72 per share with a ten year
term, and (b) for Mr. Siedl and Ms. Sood (i) 5,000 restricted stock units
pursuant to the 2018 Incentive Stock Plan, and (ii) 10,000 restricted stock
units pursuant to the 2018 Incentive Stock Plan. Each restricted stock unit
represents a contingent right to receive one share of common stock of the
Company. The 5,000 restricted stock units granted to each of Messrs. Cohen,
Reisfield, Silverman and Siedl and Ms. Sood vest in four successive equal
quarterly installments with the first vesting date commencing on the first day
of the next calendar quarter, provided that such director is a director of the
Company on the applicable vesting dates. The 10,000 restricted stock units
granted to Mr. Sidel and Ms. Sood vest in eight successive equal quarterly
installments with the first vesting date commencing on the first day of the next
calendar quarter, provided that such director is a director of the Company on
the applicable vesting dates. All restricted stock units granted to these
directors shall vest in full immediately upon a change in control.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Exhibit Description
10.1 Ondas Holdings Inc. 2021 Director Compensation Policy*
* Filed herewith.
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