Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Mr. Pedersen , age 52, served as an Operating Partner at Stripes, aNew York City based firm that invests in software and consumer companies and helps them scale, sinceJuly 2017 . During his tenure at Stripes,Mr. Pedersen has played a key role in new investments and provided financial support and guidance to certain Stripes portfolio companies, including serving as interim Chief Financial Officer for Stella & Chewy's, a pet food brand, andUdemy , an online learning and teaching marketplace. FromSeptember 2014 toJuly 2017 ,Mr. Pedersen served as Chief Financial Officer ofHandy Technologies, Inc. ("Handy"), which was acquired byAngi inOctober 2018 . . Prior to his tenure at Handy,Mr. Pedersen served as Head of Hardlines Finance at Amazon and led the financial strategy for several lines of business atDell .Mr. Pedersen holds a Master of Science in Management, Finance fromPurdue University and a Bachelor of Business from theIowa State University .
Compensatory Arrangements of Executive Vice President and Chief Financial Officer
In connection with
Term. The Employment Agreement has a scheduled term of one year from the effective date of the Employment Agreement, which isJuly 19, 2021 and provides for automatic renewals for successive one-year terms absent written notice fromAngi orMr. Pedersen at least ninety (90) days prior to the expiration of the then current term.
Compensation. The Employment Agreement provides that during the term,
The Employment Agreement also provides thatMr. Pedersen will receive: (i) restricted stock units under the Company's 2017 Stock and Annual Incentive Plan (the "2017 Plan") that vest in four (4) equal installments on the first, second, third and fourth anniversaries of the grant date (July 19, 2021 ), and (ii) restricted stock units under the 2017 Plan with a grant date value of$1,500,000 that vest on the 18-month anniversary of the grant date (July 19, 2021 ), subject toMr. Pedersen's continued employment withAngi . Severance. Upon a termination ofMr. Pedersen's employment byAngi without "cause" (as defined in the Employment Agreement),Mr. Pedersen's resignation for "good reason" (as defined in the Employment Agreement) or the timely delivery of a non-renewal notice byAngi , subject to the execution and non-revocation of a release of claims in favor ofAngi andMr. Pedersen's compliance with the restrictive covenants set forth below:
(i)
(ii) all unvestedAngi equity awards (including cliff vesting awards, if any, which shall be pro-rated as though such awards had an annual vesting schedule) held byMr. Pedersen that would have otherwise vested during the Severance Period shall vest as of the date of termination. Restrictive Covenants. Pursuant to the Employment Agreement,Mr. Pedersen is bound by a covenant not to compete withAngi and its businesses during the term of his employment and the Severance Period and by covenants not to solicitAngi's employees or business partners during the term of his employment and for twelve (12) months after such termination or resignation.
The foregoing description of the Employment Agreement, is qualified in its entirety by reference to the full text, copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure. OnJune 24, 2021 ,Angi issued a press release in connection withMr. Pedersen's appointment. The full text of the related press release, which appears in Exhibit 99.1 hereto, is incorporated herein by reference. -------------------------------------------------------------------------------- The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 10.1 Employment Agreement between Jeff Pedersen and Angi Inc., dated June 18, 2021. 99.1 Press release issued by Angi Inc. dated June 2 4 , 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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