Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Employment Agreement with John R. Beaver.
On March 24, 2021, Biolase, Inc. (the “Company”) entered into an employment agreement with John R. Beaver, who was appointed President and
Chief Executive Officer of the Company, on February 23, 2021, as previously disclosed on the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on
February 23, 2021.
Under the terms of Mr. Beaver’s employment agreement, Mr. Beaver will receive an annual base salary of $375,000.
In addition, Mr. Beaver is eligible to receive an annual performance bonus of up to one hundred and twenty five percent (125.0%) of Mr. Beaver’s base salary, which is determined by the achievement of certain criteria as established by
the Compensation Committee of the Board of Directors of the Company. Mr. Beaver was awarded 100,000 stock-settled restricted stock units which will vest immediately. Mr. Beaver’s employment is at will.
Pursuant to the terms of the employment agreement, Mr. Beaver is entitled to severance benefits in the event that either the Company terminates him
without cause or he resigns for good reason. The severance amount consists of twelve (12) months of Mr. Beaver’s annual base salary and the time-based prorated amount of Mr. Beaver’s annual bonus then in effect at target
full achievement, which will be paid over twenty-six equal installments, that portion due to vest through the first anniversary of Mr. Beaver’s termination date of his existing equity awards that are
not based on performance, as applicable, and paid COBRA premiums for the twelve-month period following such termination.
In the event that
Mr. Beaver is terminated within twelve (12) months following a change in control, Mr. Beaver will receive twenty four (24) months of his annual base salary payable in lump sum, the time-based prorated amount of
Mr. Beaver’s annual bonus then in effect at target full achievement payable in lump sum, and Mr. Beaver’s unvested equity awards shall vest and be exercisable.
Mr. Beaver was most recently the Company’s Executive Vice President, Chief Operating Officer and Chief Financial Officer. He joined the Company in
2017 as Senior Vice President and Chief Financial Officer. He assumed roles of varying responsibilities over the past few years, including Interim Chief Executive Officer of the Company.
Mr. Beaver has a Bachelor of Business Administration degree in Accounting from the University of Texas at Austin and is a Certified Public Accountant.
A copy of the Employment Agreement will be filed as an exhibit to the Company’s Annual Report on Form 10-K
for the year ending December 31, 2020.
Appointment of John R. Beaver to Board of Directors.
On March 24, 2021, the Board of Directors of the Company elected John R. Beaver to the Board of Directors of the Company.