The information regarding the Companys officers and directors set forth under the headings
Directors and Executive Officers and Executive Compensation in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Chief Executive Officer and Chief Financial Officer Employment Agreements
The Company has entered into an employment agreement with Clinton E. Carnell to serve as the Chief Executive Officer of the Company (the CEO
Agreement) and with Liyuan Woo to serve as the Chief Financial Officer of the Company (the CFO Agreement and, together with the CEO Agreement, the Executive Agreements), both effective as of and contingent upon the
consummation of the Business Combination. The Executive Agreements provide for an annual compensation package consisting of a base salary of $675,000 and $415,000 for Mr. Carnell and Ms. Woo, respectively, a target bonus opportunity of
100% and 60% of base salary for Mr. Carnell and Ms. Woo, respectively, and eligibility for annual long-term incentive awards pursuant to the 2021 Plan beginning in 2022, with the form of such award and the value of such award determined by
the compensation committee of the Companys board of directors.
Pursuant to the Executive Agreements, Mr. Carnell and Ms. Woo will receive
the following one-time equity awards, pursuant to the 2021 Plan: (1) an award of stock options to purchase 3,100,000 shares of Company common stock and 744,000 shares of Company common stock, for
Mr. Carnell and Ms. Woo, respectively, vesting over four years, with 25% of the shares vesting on each of the first four anniversaries of the Closing Date, subject to Mr. Carnell and Ms. Woos continued employment with the
Company through the applicable vesting date (the Executive Option Awards) and (2) an award of performance-based restricted stock units covering 100,000 shares of Company common stock and 50,000 shares of Company common stock for
Mr. Carnell and Ms. Woo, respectively, to be effective upon the filing of the Registration Statement on Form S-8 with respect to shares reserved under the 2021 Plan, which may be earned over a
four-year performance period based on achievement of performance goals related to the Companys stock price and Mr. Carnell and Ms. Woos continued employment with the Company through the end of the performance period (the
PBRSU Awards).
If Mr. Carnell or Ms. Woos employment is terminated without cause (as defined in the Executive Agreements) or
if Mr. Carnell or Ms. Woo resign for good reason (as defined in the Executive Agreements), Mr. Carnell and Ms. Woo will be entitled to the following: (1) cash severance equal to 18 months base salary, (2) a prorated
target bonus, and (3) reimbursement of the employer portion of COBRA premium payments for 18 months (the Executive Severance Benefits), in each case subject to Mr. Carnell and Ms. Woos timely execution of an
irrevocable release of claims against the Company (the Release Requirement). If Mr. Carnell or Ms. Woos employment is terminated without cause or if Mr. Carnell or Ms. Woo resign for good reason in connection
with a change in control (as defined in the Executive Agreements), Mr. Carnell and Ms. Woo will be entitled to the Executive Severance Benefits, along with a cash payment equal to one and one-half
(1.5) times Mr. Carnells or Ms. Woos target bonus, respectively, in each case, subject to the Release Requirement. The Executive Agreements also contain standard restrictive covenants and confidentiality and invention
assignment provisions, in an agreement attached thereto.
The foregoing summary description of the Executive Agreements does not purport to be complete
and is qualified in its entirety by the full text of the Executive Agreements, which are attached hereto as Exhibit 10.6 and Exhibit 10.7 to this Current Report on Form 8-K.
The foregoing summary description of the Executive Option Awards and the PBRSU Awards does not purport to be complete and is qualified in its entirety by the
full text of the forms of award agreements for such awards, which are attached hereto as Exhibit 10.9 and Exhibit 10.11 to this Current Report on Form 8-K.
Executive Vice President of Americas Sales Offer Letter
The Company has entered into an offer letter agreement with Daniel Watson to serve as the Executive Vice President of Americas Sales of the Company, effective
as of and contingent upon the consummation of the Business Combination (the Offer Letter). The Offer Letter provides for an annual compensation package consisting of a base salary of $371,197, a target bonus opportunity of 60% of base
salary and eligibility for annual long-term incentive awards, pursuant to the 2021 Plan beginning in 2022, with the form of such award and the value of such award determined by the compensation committee of the Companys board of directors.
Additionally, pursuant to the Offer Letter, Mr. Watson will be designated as a Tier One participant in the Companys Executive Severance Plan (the Severance Plan), as described in further detail below. The Offer
Letter also contains standard restrictive covenants and confidentiality and invention assignment provisions, in an agreement attached thereto.
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