Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Chief Executive Officer
On December 12, 2022, the board of directors (the "Board") of SWK Holdings
Corporation (the "Company"), appointed Jody Staggs, the Company's current
President and Interim Chief Executive Officer, as Chief Executive Officer,
effective January 1, 2023. In connection with Mr. Staggs' appointment as Chief
Executive Officer, on January 2, 2023, the Company entered into an employment
agreement with Mr. Staggs (the "Employment Agreement"), with an effective date
of January 1, 2023 (the "Effective Date").
Pursuant to the Employment Agreement, Mr. Staggs' (i) initial annual base salary
will be $400,000 (the "Base Salary"), (ii) will be eligible for an annual bonus
with a target opportunity of 175% of Base Salary (the "Annual Bonus") and (iii)
will be eligible for annual equity incentive awards in such form, in such
amounts and on such terms as determined by the Compensation Committee of the
Board, in its discretion; provided, however, that Mr. Staggs' 2023 annual equity
award will have a grant date fair value of approximately $600,000. The
Employment Agreement also provides that Mr. Staggs shall be entitled to
participate in the employee benefit plans and programs maintained by the Company
for similarly situated employees.
The Employment Agreement provides that, if Mr. Staggs' employment with the
Company ceases due to a termination by the Company without Cause or resignation
by him with Good Reason (each as defined in the Employment Agreement), then he
will receive: (i) continued payment of his Base Salary for a period of 12 months
following the date of his termination of employment (or 18 months, if such
termination occurs within one year following a Change in Control (as defined in
the Employment Agreement), (ii) to the extent an Annual Bonus has been earned
but not paid with respect to the fiscal year ended immediately prior to the
cessation of Mr. Staggs' employment, payment of such Annual Bonus; (iii) waiver
or reimbursement of the cost of COBRA coverage for Mr. Staggs and his covered
family members for 12 months following such termination of employment (or 18
months, if such termination occurs within one year following a Change in
Control), (iv) a pro rata Annual Bonus for the fiscal year in which Mr. Staggs'
termination of employment occurs based on actual results for such year; and (v)
Mr. Staggs' outstanding equity awards will be treated in accordance with the
Company's applicable equity plan and award agreements, unless a more generous
treatment is approved by the Board or the Compensation Committee.
Any severance benefit payable under the Employment Agreement will be subject to
Mr. Staggs' timely execution and non-revocation of a release of claims.
Mr. Staggs will also be bound by confidentiality, intellectual property
assignment and restrictive covenants (including an agreement not to compete with
the Company or its affiliates, and not to solicit the employees and customers of
the Company and its affiliates, during his employment and for 12 months
thereafter).
The above description of the Employment Agreement is qualified in its entirety
by reference to the full text of the Employment Agreement, a copy of which is
filed hereto as Exhibit 10.1 and incorporated herein by reference.
No family relationship exists between Mr. Staggs and any of the Company's
directors or executive officers. There are no arrangements or understandings
between Mr. Staggs and any other person pursuant to which Mr. Staggs was
selected as an officer of the Company, nor are there any transactions to which
the Company is or was a participant and in which Mr. Staggs had or will have a
direct or indirect material interest subject to disclosure
under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. Description
10.1 Employment Agreement, dated January 2, 2023 between SWK Holdings
Corporation and Jody Staggs
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