Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
May 30, 2023, the Board of Directors (the “Board”) of HeartCore Enterprises, Inc. (the “Company”) expanded the
size of the Board from eight persons to nine persons, and named Heather Marie Neville to serve as a member of the Board, to fill the
vacancy created by the increase in the size of the Board.
Ms.
Neville, age 51, has served as Vice President of People Operations (Human Resources) at PlayStation since January 2021. From June 2019
to January 2021, she was Senior Director of People Operations (Human Resources) at StubHub, an eBay Inc. (Nasdaq: EBAY) company, and
from 2018 to 2019, Ms. Neville served as Senior Director of Go-to-Market Operations at Adobe Inc. (Nasdaq: ADBE). Prior to that time,
she served as Senior Director, North American Business Operations (2017-2018) and Senior Director, Head of HR operations & Chief
of Staff (2015-2017) at eBay Inc. She also previously held various positions at Dell Inc. (NYSE: DELL). Ms. Neville earned a Bachelor
of Arts from Ecole Superieure de Gestion in Paris, France, and a Master of Business Administration from Paris Graduate School of Management
in Paris, France.
On
June 1, 2023, the Company and Ms. Neville entered into a Director Agreement. The Director Agreement provides that Ms. Neville will be
compensated as follows:
| |
● |
Ms.
Neville will be paid the sum of $60,000 annually for her service as a director of the Company, to be paid $15,000 each calendar quarter,
payable within five business days of the end of each calendar quarter, and with such amount for any partial calendar quarter being
appropriately prorated. |
During
the term of the Director Agreement, the Company will reimburse Ms. Neville for all reasonable out-of-pocket expenses incurred by her
in attending any in-person meetings, provided that Ms. Neville complies with the generally applicable policies, practices and procedures
of the Company for submission of expense reports, receipts or similar documentation of such expenses. Any reimbursements for allocated
expenses (as compared to out-of-pocket expenses in excess of $500) must be approved in advance by the Company.
The
Director Agreement contains customary confidentiality provisions, and customary provisions related to Company ownership of intellectual
property conceived or made by Ms. Neville in connection with the performance of her duties under the Director Agreement (i.e., a “work-made-for-hire”
provision).
The
Director Agreement provides that, during the term (which continues as long as Ms. Neville is serving as a director of the Company), Ms.
Neville is entitled to indemnification and insurance coverage for officers’ liability, fiduciary liability and other liabilities
arising out of her position with the Company in any capacity, in an amount not less than the highest amount available to any other director,
and such coverage and protections, with respect to the various liabilities as to which Ms. Neville has been customarily indemnified prior
to termination of employment, shall continue for at least six years following the end of the term. Any indemnification agreement entered
into between the Company and Ms. Neville will continue in full force and effect in accordance with its terms following the termination
of the applicable agreement.
The
Director Agreement contains customary representations and warranties by Ms. Neville, relating to the Director Agreement, and contains
other customary miscellaneous provisions relating to waivers, assignments, third party rights, survival of provisions following termination,
severability, notices, waiver of jury trials and other provisions.
The
Director Agreement is governed by and construed and enforced in accordance with the internal laws of the State of Delaware, and for all
purposes shall be construed in accordance with the laws of such state, without giving effect to the choice of law provisions of such
state. The Director Agreement provides that all legal proceedings concerning the Director Agreement will be in the state and federal
courts sitting in Santa Clara County, California, provided that the Director Agreement also includes a provision relating to any disputes
being settled by arbitration.
The
foregoing description of the Director Agreement is qualified in its entirety by reference to the Director Agreement, a copy of which
is filed as Exhibit 10.1 hereto and incorporated herein by reference.