Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

As previously disclosed, Brett Chouinard, Altair Engineering Inc.'s (the "Company") Chief Product and Strategy Officer, notified the Company that he would be stepping down from his position as Chief Product and Strategy Officer as of September 30, 2022 (the "Separation Date"). In connection with his resignation, Mr. Chouinard and the Company entered into an Employment Separation and General Release Agreement, dated as of the Separation Date (the "Separation Agreement").

The Separation Agreement sets forth the terms of Mr. Chouinard's compensation related to his separation, as approved by the Compensation Committee of the Board of Directors of the Company, and includes the following compensation to be paid to Mr. Chouinard:



         •   an amount equal to $150,000 payable in biweekly installments for six
             consecutive months from the Separation Date;



         •   his earned and unpaid 2022 performance bonus, which shall be paid to
             Mr. Chouinard at the time such executive bonuses for 2022 performance
             are payable to other executives of the Company;



         •   an amount equal to $25,678.08 for 178 hours of accrued and unpaid paid
             time off; and



         •   accelerated vesting of 11,580 stock options and 3,975 restricted stock
             units, which reflects the extent that such stock options and
             restricted stock units would have vested if Mr. Chouinard remained
             employed with the Company through March 31, 2023.

The foregoing payments are subject to Mr. Chouinard not later revoking the Separation Agreement, as permitted thereunder. The Separation Agreement contains non-solicitation, non-compete, non-disparagement and confidentiality covenants from Mr. Chouinard.

In addition, on January 1, 2023, the Company and Mr. Chouinard intend to enter a consulting agreement with an initial one year term, unless mutually extended by the parties, pursuant to which Mr. Chouinard will provide services to the Company in exchange for payments of $20,000 per fiscal quarter.

The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01 Financial Statement and Exhibits.





10.1      Employment Separation and General Release Agreement, dated September 30,
        2022, by and between Brett Chouinard and the Company.

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).

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