Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
(b) On January 19, 2022, the Compensation Committee of the Board of Directors of
Rockley Photonics Holdings Limited (the "Company") approved an amendment (the
"Amendment") to the employment agreement between the Company and Amit Nagra, the
Company's Chief Operating Officer, pursuant to which, Mr. Nagra's employment
would be terminated on or around March 31, 2022 in connection with the Company
monetizing its ultra-high-speed fiber optic communication solutions (as
previously discussed in the Company's December 22, 2021 press release), which
date may be extended upon mutual agreement. Pursuant to the terms of the
Amendment, Mr. Nagra would continue to be entitled to his base salary through
the termination date and retain his 2021 bonus eligibility at the target rate of
60% of his base salary, which bonus would be paid in accordance with the
Company's bonus policy as previously disclosed and subject to the terms of Mr.
Nagra's employment agreement, as amended. In addition, Mr. Nagra is eligible to
receive a bonus in the event the Company monetizes in its ultra-high-speed fiber
optic communication solutions, prior to the termination of his employment,
subject to the conditions as set forth in the Amendment. The amount of such
bonus shall be mutually agreed upon between Mr. Nagra and the Company, subject
to Board approval; provided, however, that in no event shall the amount of any
such bonus exceed an amount equal to 3% of the net amount of cash, cash
equivalent, or other consideration received by the Company in connection with
such matter. Mr. Nagra shall also be eligible for severance in accordance with
the existing terms of his employment agreement.
(e) The disclosure regarding the terms of the Amendment set forth in Item
5.02(b) above are incorporated by reference in this Item 5.02(e).
The foregoing summary of the terms of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the Amended Employment
Agreement by and between the Company and Amit Nagra, dated January 20, 2022, a
copy of which will be filed as an exhibit to the Company's periodic report on
Form 10-Q or Form 10-K.
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