Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 5, 2022, Umang Dua voluntarily stepped down from his position as
Chief Revenue Officer, Services, of Angi Inc. ("ANGI" or the "Registrant"). In
order to facilitate a smooth transition of his duties and responsibilities, the
Registrant and Mr. Dua have entered into a Transition Agreement, dated as of
December 5, 2022 (the "Transition Agreement"), pursuant to which Mr. Dua has
agreed to serve as Senior Advisor to ANGI through March 31, 2023 (or such
earlier date as may be contemplated by the Transition Agreement (the "Separation
Date")).
Pursuant to the Transition Agreement, the Company has agreed that subject to his
continued service and compliance with the terms of the Transition Agreement
through the Separation Date, Mr. Dua shall be eligible to receive: (i) his
current base salary ($400,000 per annum, the "Base Salary"), (ii) continued
health and welfare benefits and (iii) an annual cash bonus for the 2022 fiscal
year in an amount equal to at least 50% of his current base salary, with the
exact amount of such bonus to be determined by the Compensation Committee of
ANGI's Board of Directors and with the payment of such bonus subject to his
continued service through the payment date (the "Senior Advisory Benefits").
The Company has also agreed that following the Separation Date, subject to his
continued service through the Separation Date, his execution, non-revocation and
delivery to ANGI of a full release and his continued compliance with the terms
of the Transition Agreement: (i) Mr. Dua shall be eligible to receive his Base
Salary through December 31, 2023 (subject to offset for any amounts earned from
other employment during such period) and continued health and welfare benefit
coverage (through reimbursement on an after-tax basis of related premiums) for
the lesser of nine (9) months or until he becomes eligible for such coverage
through another employer, and (ii) the vesting of 472,144 shares from a March
2022 ANGI restricted stock unit award shall be accelerated (collectively, the
"Separation Benefits").
Notwithstanding the above, in the event of a termination of employment due to
his resignation for Good Reason (as defined in the Transition Agreement) or
without Cause by the Company prior to the Separation Date, Mr. Dua shall be
eligible to: (i) receive the Senior Advisory Benefits (in the case of the cash
bonus, only to the extent not previously paid) and the Separation Benefits and
(ii) the acceleration of the vesting of: (x) 209,643 shares from a February 2021
ANGI restricted stock unit award and (y) 369,275 shares from a September 2021
ANGI restricted stock unit award. Also, in the event of a termination of his
employment by ANGI for Cause (as defined in the Transition Agreement) or due to
his death, Disability (as defined in the Transition Agreement) or voluntary
resignation other than for Good Reason, Mr. Dua shall be eligible to receive his
current base salary and any valid health and welfare benefit claims, in all
cases, through the date of the termination of his employment.
The above summary is qualified in its entirety by reference to the Transition
Agreement, a copy of which is attached as Exhibit 10.1 hereto and is
incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits
Exhibit
Number Description
10.1 Transition Agreement, dated as of December 5, 2022, between Angi Inc. and Umang
Dua.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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