(e) Compensatory Arrangements
Employment Agreement with Mauro Carobene
On October 1, 2021, Mr. Carobene and Kaleyra S.p.A., the Company’s Italian subsidiary (“Kaleyra S.p.A.”), entered into an employment agreement, in connection with his appointment as Chief Business Officer.
Under the employment agreement, Mr. Carobene will be paid an annual based salary of EUR 240,000 (approximately $277,000), subject to adjustment, and will be eligible to receive variable compensation in the form of a discretionary annual performance and target bonus, with an incentive target amount of 50% of his then-applicable annual base salary, which is subject to the achievement of certain individual performance targets and company results, which will be payable in cash, shares or other form as determined by Kaleyra S.p.A.
The employment agreement can be terminated by either party at any time during the six-month probationary period and thereafter in accordance with the notice periods applicable by law. Any severance payment is payable in accordance with Article 8(8) of Legislative Decree no. 252 of December 5, 2005.
The foregoing summary of the terms and conditions of Mr. Carobene’s employment agreement is not complete and is qualified in its entirety by reference to the full text of the employment agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Additionally, on November 3, 2021 the Board granted to Mr. Carobene 113,506 restricted stock units (“RSUs”), which subject to Mr. Carobene’s continued service to the Company will vest as follows: 25% of the RSUs will vest on November 1, 2022 and the remaining 75% will vest in twelve quarterly installments thereafter, beginning on February 1, 2023 and ending on November 1, 2025.
Employment Agreement with Nicola Junior Vitto
On January 14, 2020, Kaleyra SpA and Mr. Vitto entered into an employment agreement in connection with his appointment as Chief Product Officer, effective as of January 16, 2020.
The employment agreement provides that Mr. Vitto will be paid an annual base salary of EUR 180,000 (approximately $208,000), payable in 14 instalments and will be eligible to receive a discretionary annual performance and target bonus, with an incentive target amount of 50% of his then-applicable annual gross salary, to be based on the achievement of certain individual targets, as agreed with his manager, and certain company targets.
In connection with the entry into his employment agreement, Mr. Vitto also received a signing bonus in the amount of EUR 60,000 (approximately $69,000), payable in two instalments at the end of the first and third month of employment.
The employment agreement can be terminated in accordance with the notice periods applicable by law. Any severance payment is payable in accordance with Article 8(8) of Legislative Decree no. 252 of December 5, 2005.
The foregoing summary of the terms and conditions of Mr. Vitto’s employment agreement is not complete and is qualified in its entirety by reference to the full text of the employment agreement, which is included as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Employment Agreement with Geoff Grauer
On June 10, 2020, mGgage, LLC, an affiliate of the Company (“mGage”), and Mr. Grauer entered into an offer letter with a summary employment term sheet in connection with his appointment as Vice President, Operations & Security.
The offer letter terms provide that Mr. Grauer will be paid an annual base salary of $250,000 and be eligible to receive an annual target bonus, with an incentive target amount of 20% of his then-applicable annual base salary, to be based on the achievement of operating targets, payable at the direction of the then Chief Executive Officer and Chairman of mGage upon his determination in his sole discretion.
The offer letter terms provide for at will employment and the employment relationship may be terminated by either Mr. Grauer or mGage at any time. If Mr. Grauer’s employment is terminated by mGage without cause, Mr. Grauer will be entitled to receive the following severance benefits: (A) a lump sum cash payment equal to the aggregate amount of six-months of his then-current base salary, (B) a lump sum payment equal to the company-paid COBRA premium rate for continued coverage for him and his dependents, and (C) the prorated amount of his target bonus, if any. Payment of any severance is subject to Mr. Grauer’s signing a release of claims.
The foregoing summary of the terms and conditions of Mr. Grauer’s employment agreement is not complete and is qualified in its entirety by reference to the full text of the offer letter and summary employment terms, which is included as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.