Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
Restricted Stock Unit Amendment
On June 8, 2022, the compensation committee (the "Compensation Committee") of
the board of directors (the "Board") of Core Scientific, Inc. (the "Company")
approved an amendment to the Company's award agreement for the restricted stock
units ("RSUs") outstanding under the Mineco Holdings, Inc. 2018 Omnibus
Incentive Plan (the "2018 Plan"), to provide for the waiver and elimination of
the requirement that the Company undergo a "change in control" or a "public
offering" for full vesting of the previously outstanding time-vested award (the
"RSU Amendment"). The Board ratified the RSU Amendment on June 14, 2022.
Although the mergers that the Company underwent did not satisfy the event-based
vesting requirement, they significantly reduced the possibility of the
requirement being met as contemplated under the 2018 Plan. The RSU Amendment was
authorized and approved by the Board and the Compensation Committee as
necessary, desirable and in the best interest of the Company and its
stockholders. As a result of the RSU Amendment, all outstanding RSUs under the
2018 Plan are subject only to time-based vesting, of which RSUs covering
approximately 50 million shares of Common Stock (as defined below) will be net
settled, with approximately 17 million shares of Common Stock to be canceled and
forfeited to satisfy tax withholding obligations. The Company registered (i)
90,350,332 shares of common stock, $0.0001 par value per share ("Common Stock"),
issuable upon settlement of RSUs outstanding under the 2018 Plan on its
Registration Statement on Form S-8, filed with the Securities and Exchange
Commission (the "Commission") on April 20, 2022 and (ii) 24,962,264 shares of
Common Stock issuable upon the settlement of restricted stock units, which were
assumed by the Company and converted into RSUs in connection with the previously
disclosed business combination, on its Registration Statement on Form S-1 (as
amended), declared effective by the Commission on May 11, 2022.
The foregoing description of the RSU Amendment does not purport to be a complete
statement of the terms of the RSU Amendment and is qualified in its entirety by
reference to the full text thereof, which will be filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the period ending June 30, 2022.
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CORE SCIENTIFIC, INC. 