Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On September 21, 2022, CS Disco, Inc. (the "Company") and Andrew Shimek, the
Company's Chief Revenue Officer, mutually agreed that Mr. Shimek will leave his
position as Chief Revenue Officer of the Company, effective October 31, 2022.
In connection therewith, on September 21, 2022, Mr. Shimek and the Company
entered into a transition and separation agreement (the "Transition Agreement").
Pursuant to the Transition Agreement, Mr. Shimek will serve in a non-officer
employee role from November 1, 2022 until December 31, 2022, primarily focused
on transitioning his responsibilities. Through the date his employment ends, Mr.
Shimek will continue to receive his current base salary and benefits. In
addition, to the extent Mr. Shimek remains an employee of the Company through
December 31, 2022 or is terminated without cause prior to such date, and subject
to his execution and effectiveness of a customary release of claims, Mr. Shimek
will be entitled to the following benefits: (i) payment of the annual bonus, if
any, in respect of the Company's 2022 performance that he would have been
entitled to receive pursuant to the Company's Performance Bonus Plan had he
remained an employee of the Company through the date the Compensation Committee
certifies the Company's financial results for 2022, (ii) vesting as to 4/12ths
of the total vestable shares, if any, subject to outstanding performance-based
restricted stock units ("PSUs") held by Mr. Shimek, as determined by the
Company's Compensation Committee in accordance with the applicable grant notice
and award agreement for the PSUs, and (iii) vesting acceleration of Mr. Shimek's
stock option awards as if he remained employed with the Company through January
16, 2023. The Company's Performance Bonus Plan and forms of PSU grant notice and
award agreement pursuant to which the PSUs were granted were filed as Exhibits
10.3 and 10.2, respectively, to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2022, as filed with the SEC on May 13, 2022, and are
incorporated by reference herein. The foregoing description of the Transition
Agreement does not purport to be complete and is subject to, and qualified in
its entirety by, the complete text of the Transition Agreement, a copy of which
the Company expects to file with its Quarterly Report on Form 10-Q for the
quarter ending September 30, 2022, and upon filing will be incorporated herein
by reference.
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