Item 5.02 - Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
As previously disclosed by Coinbase Global, Inc. ("Coinbase" or the "Company")
on a Current Report on Form 8-K filed on November 2, 2022, the Company and
Surojit Chatterjee mutually agreed on October 28, 2022 that Mr. Chatterjee would
step down as Chief Product Officer, effective November 30, 2022. The Company
also disclosed at that time that it was expected that Mr. Chatterjee will
continue to serve Coinbase in an advisory role through at least February 3,
2023.
On November 30, 2022, in recognition of Mr. Chatterjee's contributions
throughout his employment to Coinbase, the Company and Mr. Chatterjee entered
into a separation agreement (the "Separation Agreement") that provides, among
other things, that Mr. Chatterjee's last date of employment with the Company
will be February 3, 2023 (the "Separation Date"), that the vesting of Mr.
Chatterjee's Company stock options and Company restricted stock units shall
cease vesting effective as of November 30, 2022 except as set forth below, and
that Mr. Chatterjee is entitled to certain severance benefits, including (i) a
lump sum payment consistent with our existing Change of Control and Severance
Policy, which provides for payments and benefits to executive officers upon
certain qualifying terminations and (ii) payment by the Company of insurance
premiums in order to continue to receive health insurance coverage pursuant to
COBRA for a period of ten months following the month of the Separation Date.
Pursuant to the Separation Agreement, provision of these severance benefits is
contingent upon Mr. Chatterjee not revoking a separation and release of claims
in favor of the Company. Additionally, the Company and Mr. Chatterjee entered
into an advisory agreement on November 30, 2022 (the "Advisory Agreement")
pursuant to which Mr. Chatterjee will provide advisory services during the
period commencing on February 4, 2023 through December 31, 2023 and 249,315 of
the shares subject to Mr. Chatterjee's unvested stock options shall be eligible
to vest, subject to Mr. Chatterjee's continued services under the Advisory
Agreement.
The foregoing descriptions of the Separation Agreement and the Advisory
Agreement are not complete and are qualified in their entirety by reference to
the Separation Agreement and the Advisory Agreement, copies of which will be
filed as exhibits to the Company's Annual Report on Form 10-K for the year
ending December 31, 2022.
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