Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of March 16, 2021, Jason Soncini
was appointed General Counsel of Acacia Research Corporation (the “Acacia”).
Mr. Soncini, age 44, joined Acacia as
General Counsel on March 16, 2021. From April 2017 until he joined Acacia, Mr. Soncini was employed at Shanda Group, a
privately-owned multinational investment firm, initially as Deputy General Counsel and then as General Counsel. From October
2013 until April 2017, Mr. Soncini was an attorney at Kleinberg, Kaplan, Wolff & Cohen, P.C. Mr. Soncini began his legal
career at Olshan Frome Wolosky LLP in 2006. Mr. Soncini received his J.D. from Northwestern University and holds a B.A. in
Mathematics from the University of Michigan.
Mr. Soncini has entered into an Employment
Agreement (the “Employment Agreement”) with Acacia Research Group LLC, Acacia’s primary operating subsidiary
(together with Acacia, the “Company”).
Pursuant to the terms of Mr. Soncini’s
Employment Agreement, he will (i) receive an annual salary of $430,000 (ii) be eligible to receive an annual bonus in an amount
ranging from 25-100% of his annual salary with a target of 50%, to be determined by the Board of Directors of Acacia (the “Board”)
or the Compensation Committee of the Board (the “Committee”), and (iii) receive an initial grant (the “Initial
Equity Grant”) of 45,000 restricted stock units (“RSUs”) that will vest in three equal annual installments over
a three-year period.
Mr. Soncini’s employment may be terminated
by the Company or Mr. Soncini at any time upon 30 days’ written notice.
Upon termination by the Company without
Cause (as defined in the Employment Agreement) (and other than by reason of disability) or resignation for Good Reason (as defined
in the Employment Agreement), Mr. Soncini will be entitled to (i) continued payment of his base salary for 90 days following the
date of termination or resignation, as the case may be (the “Termination Date”), (ii) any unpaid expense reimbursements,
(ii) any vested benefits, (iii) any earned but unpaid base salary, and (iv) any earned but unpaid annual bonus for the prior fiscal
year. In the event the Termination Date occurs within twelve months of the effective date of the Employment Agreement, an additional
number of RSUs underlying the Initial Equity Grant will become immediately vested such that an aggregate of 20,000 RSUs underlying
the Initial Equity Grant will be vested as of the Termination Date
There have been no transactions with the
Company and there are currently no proposed transactions with the Company, in which the amount involved exceeds $120,000 and in
which Mr. Soncini had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K,
since the beginning of the Company’s last fiscal year through the present. No arrangement or understanding exists between
Mr. Soncini and any other person pursuant to which he was selected as an officer of the Company. No “family relationship,”
as that term is defined in Item 401(d) of Regulation S-K, exists by Mr. Soncini, on the one hand, and any of the Company’s
directors or executive officers, on the other hand.
The foregoing description of the Employment
Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full and complete
text of the Employment Agreement, which is filed hereto as Exhibits 10.1.