Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) Departure
of Directors or Certain Officers.
On October 20, 2020, John A. Conklin, notified
SolarWindow Technologies, Inc. (the “Company”) by letter that he would resign as the Company’s Chief Technology
Officer effective as of November 19,2020. Mr. Conklin advised the Company that his resignation was not due to any disagreements
between him and the Company on any matter relating to the Company's operations, policies or practices. Mr. Conklin’s resignation
has been accepted by the Company.
Mr. Conklin, who prior
to serving as the Company’s Chief Technology Officer, also served as the Company’s Chief Executive Office and as a
member of its Board of Directors, will continue to serve as a consultant to the Company as described in Item 5.02(b) below.
In accordance with the requirements of Item
5.02 of Form 8-K, the Company has provided Mr. Conklin with a copy of the disclosures that it is making in response to this Item
5.02 no later than the date of filing this Form 8-K with the SEC and will provide Mr. Conklin with the opportunity to furnish the
Company, as promptly as possible, with a letter addressed to the Company stating whether Mr. Conklin agrees with the statements
made by the Company in response to this Item 5.02 and, if not, stating the respects in which he does not agree.
(b) Separation,
Consulting and Release of Claims Agreement
On November 24, 2020 the Company
and Mr. Conklin entered into a Separation, Consulting and Release of Claims Agreement (the
“Separation and Consulting Agreement”). All capitalized terms used in this Item 5.02(b), and not otherwise defined,
shall have the meaning ascribed thereto in the Separation and Consulting Agreement. Pursuant to the Separation and Consulting Agreement:
(a) The Company, in exchange
for Mr. Conklin agreeing to provide consulting services to the Company from November 20, 2020 through March 31, 2021 and to provide
the Company with a General Release and Waiver of Claims, has agreed, among other things, to:
(1) pay Mr. Conklin, in addition
to all amounts due Mr. Conklin through the Separation Date, a Separation Fee in the amount of $27,400;
(2) engage Mr.
Conklin as a consultant for the period from November 20, 2021 through March 31, 2021 and in connection therewith pay Mr. Conklin
an aggregate consulting fee of twenty-seven thousand six hundred dollars ($27,600) payable in three monthly installments
of nine thousand two hundred dollars ($9,200) commencing on January 31, 2021 and monthly, in arears thereafter; and
(3) provide for the
continued vesting of the stock options granted to the Executive in accordance with the terms and conditions of that certain Stock
Option Agreement between the Company and the Executive dated December 27, 2017 (the “2017 SOA”) during
the Consulting Period; and, provided that the Separation and Consulting Agreement is not earlier terminated by the Company as a
result of the material breach of this Agreement by the Executive, or by the Executive, as provided in the Separation and Consulting
Agreement, the Company has agree to amend the 2017 SOA to provide for the acceleration of any unvested options under the 2017 SOA
as of March 31, 2021.
The foregoing description of the of the Strategic
Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Strategic Agreement,
a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.