Item 1.01. Entry into a Material Definitive Agreement.
On March 13, 2020, the compensation committee (the "Compensation Committee") of
the Board of Directors (the "Board") of Kaleyra, Inc. (the "Company") approved
the Company's entry into indemnity agreements with directors Dr. Emilio Hirsch
and Matteo Lodrini, director and Chief Executive Officer, Dario Calogero, and
Chief Financial Officer, Giacomo Dall'Aglio. The Company previously entered into
indemnity agreements on the same terms with directors Dr. Avi S. Katz, Neil
Miotto and John Mikulsky. Each indemnity agreement provides for indemnification
and advancement by the Company of certain expenses and costs relating to claims,
suits or proceedings arising from service to the Company, as officers or
directors to the maximum extent permitted by applicable law.
The foregoing description of the indemnity agreements does not purport to be
complete and is qualified in its entirety by the terms and conditions of the
indemnity agreements, a form of which was previously filed by the Company with
the Securities and Exchange Commission on its Registration Statement on Form S-1
on November 15, 2017, and is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Calogero Employment Agreement
On March 13, 2020, the Compensation Committee and the Board each approved the
entry into by the Company of, and the Company entered into, an employment
agreement with its Chief Executive Officer, Mr. Calogero (the "Calogero
Employment Agreement"). The Calogero Employment Agreement is for a three year
period commencing on November 26, 2019. It provides that Mr. Calogero shall
serve as the Chief Executive Officer of the Company and its subsidiaries, with
services to be provided both in New York, New York and in Milan, Italy. The
Calogero Employment Agreement provides that Mr. Calogero will receive a base
salary at an annual rate of $450,000, subject to increase from time to time as
determined by the Board or the Compensation Committee, as well as that he shall
be eligible to receive an annual bonus and long-term equity-based awards. The
target bonus opportunity for Mr. Calogero is 100% of his base salary (the
"Annual Target Bonus"), and at the discretion of the Board, he may also be
granted a special achievement bonus in recognition of a special event or
achievement that has significantly improved the performance, strength or nature
of the Company and its business. Payment of a bonus based upon the Annual Target
Bonus shall be done after the Compensation Committee has determined in its sole
and absolute discretion whether Mr. Calogero's performance has achieved the
objectives and key results, or other performance objectives established by the
Compensation Committee for purposes of bonuses. Beginning in 2021, Mr. Calogero
is also eligible to receive grants of long-term awards in the form of cash
and/or equity awards under the Kaleyra, Inc. 2019 Equity Incentive Plan. The
Calogero Employment Agreement also provides that Mr. Calogero is eligible to
participate in all employee benefit and insurance plans that the Company
maintains for similarly situated executives, and that he will receive a
relocation allowance covering the period of time that Mr. Calogero is based in
New York (which is expected to end in July 2021) of $400,000 per year.
In the event that Mr. Calogero's employment is terminated for "cause" by the
Company or because he resigns without "good reason" (as such terms are defined
in the Calogero Employment Agreement), then he will be paid his base salary for
the period prior to the effective date of termination and any accrued but unused
vacation time, unreimbursed expenses and other payments and benefits prior to
such termination. If the Company terminates his employment without cause or he
terminates his employment for good reason, then he will receive additional
payments from the Company. If such termination is not within the two-year period
following a Change in Control (as such term is defined in the Calogero
Employment Agreement), then Mr. Calogero will receive in addition to that which
he would receive if his employment is terminated for cause, as a severance an
amount equal to two times the sum of (1) his base salary, plus (2) an amount
equal to his Annual Target Bonus, plus a bonus for the year of termination, as
well as immediate vesting of any service-based vesting conditions applicable to
long-term awards previously granted, provided that any performance-vesting
conditions shall still apply. Mr. Calogero will also receive insurance coverage
for two years. If such termination is within the two-year period following a
Change in Control, then the severance amount shall be for three times, rather
than two times, the sum of (1) his base salary, plus (2) an amount equal to his
Annual Target Bonus. In addition, if Mr. Calogero's employment terminates
because he becomes disabled or he dies, then there shall be immediate vesting of
any outstanding, unvested long-term awards, including any performance-based
awards.
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The foregoing description of the Calogero Employment Agreement does not purport
to be complete and is qualified in its entirety by the terms and conditions of
the Calogero Employment Agreement, a form of which is attached hereto as Exhibit
10.2 and is incorporated herein by reference.
Dall'Aglio Amendment of Awards
Also on March 13, 2020, the Compensation Committee and the Board each approved
the entry into by the Company of, and the Company entered into, an amendment of
awards with its Chief Financial Officer, Mr. Dall'Aglio (the "Dall'Aglio
Amendment of Awards"). The Dall'Aglio Amendment of Awards provides that if
Mr. Dall'Aglio's employment is terminated for "cause" by the Company or because
he resigns without "good reason" (as such terms are defined in the Dall'Aglio
Amendment of Awards) within the twelve months following a Covered Transaction
(as such term is defined in the Kaleyra, Inc. 2019 Equity Incentive Plan), then
one hundred percent of the remaining unvested long-term awards issued to
Mr. Dall'Aglio in accordance with the terms of the Kaleyra, Inc. 2019 Equity
Incentive Plan, shall become vested and immediately exercisable if the award
requires exercise, and one hundred percent of the remaining undelivered shares
shall be delivered for such awards that are restricted stock units.
The foregoing description of the Dall'Aglio Amendment of Awards does not purport
to be complete and is qualified in its entirety by the terms and conditions of
the Dall'Aglio Amendment of Awards, a form of which is attached hereto as
Exhibit 10.3 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
The exhibits required by this item are set forth on the Exhibit Index attached
hereto.
Exhibit
Number
10.1 Form of Indemnity Agreement (Incorporated by reference to Exhibit
10.14 to the Registration Statement on Form S-1 as filed with the
Securities and Exchange Commission on November 15, 2017).
10.2 Employment Agreement, dated as of March 13, 2020 and effective as of
November 26, 2019, by and between Kaleyra, Inc. and Dario Calogero.
10.3 Amendment of Awards, dated as of March 13, 2020, by and between
Kaleyra, Inc. and Giacomo Dall'Aglio.
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