Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 21, 2022, Desktop Metal, Inc. (the "Company") appointed Jason Cole as its Chief Financial Officer and Treasurer. Mr. Cole's employment with the Company will commence on October 31, 2022, and Mr. Cole will assume the title Chief Financial Officer and Treasurer and the responsibilities of the company's principal financial officer and principal accounting officer effective November 10, 2022.

Mr. Cole, 47, joins the Company after 18 years at Analog Devices. Most recently, Mr. Cole served as Division CFO, Global Operations and Technology from January 2018, and as Division CFO, Industrial, Healthcare, Consumer and IoT from March 2014 to January 2018. His previous roles at Analog Devices spanned financial leadership positions across several business units including Communications Infrastructure, Linear & RF, High Speed Converters, and Automatic Test Equipment. Mr. Cole began his career at Arthur Andersen LLP in the High Technology Audit practice from 1997 to 2001. Mr. Cole is a Certified Public Accountant, and holds a B.S. in Accountancy from Bentley University, and an M.B.A. from Cornell University's Samuel Curtis Johnson Graduate School of Management.

Pursuant to his offer letter, Mr. Cole will receive an annual base salary in the amount of $550,000 and will be eligible to participate in the Company's annual bonus program with a target bonus opportunity equal to 100% of his annual base salary, with the annual bonus for his first year pro-rated based on his start date. Mr. Cole will receive an initial equity grant of 1,500,000 Restricted Stock Units under Desktop Metal's 2020 Incentive Award Plan, subject to the approval of the compensation committee of the board of directors of the Company. Subject to the approval of the board of directors of the Company, Mr. Cole will be eligible for an annual equity grant with a value of $600,000 in 2023.

Pursuant to the offer letter, in the event Mr. Cole's employment is terminated by the Company without cause (as defined in the offer letter), or Mr. Cole terminates his employment for good reason (as defined in the offer letter), subject to his execution and non-revocation of a severance agreement containing a release of claims, he will be entitled to receive his base salary for a period of six months after termination of his employment and COBRA benefits, if eligible and he so elects, until the earlier of six months or the date he becomes eligible for coverage under another employer's plan.

In addition, if, within 12 months following the date of any Change of Control (as defined in the Company's 2020 Incentive Award Plan) Mr. Cole is terminated without cause, or he resigns for good reason, his unvested equity awards will vest immediately prior to such termination or resignation, subject to his execution of a severance agreement containing a release of claims.

The foregoing description is qualified in its entirety by the offer letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits



Exhibit
 Number     Description
  10.1        Offer Letter, dated as of October 21, 2022, by and between Desktop
            Metal, Inc. and Jason Cole
  104       Cover Page Interactive Data File (formatted as inline XBRL)

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