EYES Second Sight Medical Products Inc

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Ted Randolph as Vice President, Operations.

On September 27, 2020, the Board of Directors of Second Sight Medical Products, Inc. (the “Company”) appointed Ted Randolph as Vice President, Operations, an officer of the Company under the meaning set forth in Section 16, of the Securities Exchange Act of 1934.  On September 28, 2020, Ted Randolph and the Company entered into at-will employment under an Employment Offer Letter. Mr. Randolph was re-hired by the company as of September 14, 2020, and his salary and title were made effective retroactive to that date.

Mr. Randolph, age 62, served the Company from 2007 until April of 2020.  Previously, Mr. Randolph served as Director of Engineering for Boston Scientific from 2003 to 2007; Director of Manufacturing Engineering for Cygnus from 2001 to 2003; Director of CVS Manufacturing Engineering for Preclose, Inc (now Abbott Laboratories) from 1999 to 2001; and Director of Manufacturing Engineering for Ventritex, Inc (now St. Jude Medical, Inc.) from 1993 to 1999.  Mr. Randolph has a M.S. in Engineering from Stanford University and a B.S. in Architecture from Massachusetts Institute of Technology.  

The Company has agreed to pay Mr. Randolph an annual salary of $275,000. Mr. Randolph will also be entitled to receive annual performance bonuses up to 30% of his salary. The bonuses will be based on performance standards and goals to be met by Mr. Randolph in amounts and on terms established by the Company’s Board of Directors.

Either of the Company or Mr. Randolph may terminate employment at any time. Under the Employment Offer Letter, if the Company terminates Mr. Randolph without cause, he will be entitled to six months advance notice or to receive cash severance equivalent to his salary for a period of 6 months. In the event Mr. Randolph’s employment is terminated for cause, he will not be entitled to any severance payments.  The foregoing description of the Employment Offer Letter is an outline description of terms and other provisions contained in that Employment Offer Letter. In all respects that description is qualified in its entirely by reference to the Employment Offer Letter attached hereto as Exhibit 10.1 and which is incorporated herein by reference.

There is no family relationship between Mr. Randolph and any of the Company’s officers and directors. Other than the employment terms described above, Mr. Randolph and the Company have not entered into any transaction, nor is any transaction proposed, which would require disclosure pursuant to Item 404(a) of Regulation S-K.