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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On August 13, 2021, Advent Technologies Holdings, Inc., a Delaware corporation (the “Company”), entered into an employment agreement (the “Employment Agreement”) with Kevin Brackman to serve as the Company’s Chief Financial Officer. The
effective date of the Employment Agreement is July 2, 2021, and supersedes in its entirety that certain offer letter entered into between the Company and Mr. Brackman, dated July 2, 2021.
The Employment Agreement provides for an annual base salary of $375,000, an annual target bonus equal to 100% of base salary, with the actual amount of such
bonus to be determined by the Board of Directors of the Company (the “Board”) in its discretion based on individual and Company performance against goals established by the Board in consultation with Mr. Brackman, and a $40,000 relocation expense
benefit. The Employment Agreement also provides for participation in the Company’s Equity Incentive Plan (“EIP”), with any grants thereunder to be determined in the discretion of the Board.
Under the Employment Agreement, if Mr. Brackman’s employment is terminated by the Company without cause or Mr. Brackman resigns for good reason (each, a
“Qualifying Termination”), Mr. Brackman is entitled to receive an aggregate amount equal to one (1) times annual base salary plus target bonus, payable in substantially equal installments over the period of twelve (12) months following the date of
termination, and continued health and life insurance benefits for a period of twelve (12) months following the date of termination, subject to possible early termination if Mr. Brackman and his dependents are no longer eligible to continue such coverage.
If a Qualifying Termination occurs within twelve (12) months
following or sixty (60) days prior to a change of control, Mr. Brackman is entitled to receive an aggregate amount equal to two (2) times annual base salary plus target bonus, payable in substantially equal installments over the period of
twelve (12) months following the date of termination, and continued health and life insurance benefits for a period of eighteen (18) months
following the date of termination, subject to possible early termination if Mr. Brackman and his dependents are no longer eligible to continue such
coverage. Under the Employment Agreement, Mr. Brackman is not entitled to any tax gross-up payment for any “golden parachute” excise tax on change
of control benefits, but payments and benefits to Mr. Brackman would be reduced if and to the extent the reduction is more favorable to Mr. Brackman on an after-tax basis.
Under the Employment Agreement, Mr. Brackman agreed to non-competition restrictions for twelve (12) months following the termination of his
employment, non-solicitation restrictions for eighteen (18) months following the termination of his employment, and certain other customary terms, including with respect to protection of confidential information, protection of documents, and
assignment of intellectual property rights. The severance benefits described above are conditioned on compliance with these covenants.
The foregoing description of the Employment Agreement does not purport to be complete, and is qualified in its entirety by reference to the Employment
Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.02.