Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
On August 21, 2020, the Board of Directors (the "Board") of Enphase Energy, Inc.
(the "Company"), upon the recommendation of the Nominating and Corporate
Governance Committee of the Board, appointed Jamie E. Haenggi as a Class II
director with a term to expire at the Company's 2023 annual meeting of
stockholders or until her successor is duly elected and qualified.
Pursuant to the offer letter with Ms. Haenggi dated as of August 21, 2020, upon
her appointment, Ms. Haenggi has been granted 2,563 restricted stock units
(RSUs) under the Company's 2011 Equity Incentive Plan (the "Plan"). The RSUs
will vest in three equal installments on November 15, 2020, February 15, 2021,
and May 15, 2021, provided that Ms. Haenggi continues to provide services to the
Company through each vesting date. Ms. Haenggi will also receive an annual cash
retainer of $50,000 for service as a member of the Board, payable quarterly.
In addition, on the date of each annual stockholders' meeting, Ms. Haenggi will
be eligible for an additional RSU grant with a value of $250,000 (calculated
using the closing price of the Company's common stock on the date of grant),
vesting quarterly over twelve months, subject to her continuous service. Ms.
Haenggi compensation is pursuant to her offer letter and is in lieu of the
non-employee director compensation provided for in the Company's Non-Employee
Director Compensation Policy. The foregoing is a summary of the terms of the
offer letter with Ms. Haenggi, does not purport to be complete, and is qualified
in its entirety by reference to the offer letter to be filed as Exhibit to the
Company's Quarterly Report on Form 10-Q for the period ending September 30,
2020.
There are no arrangements or understandings between Ms. Haenggi and any other
person pursuant to which Ms. Haenggi was appointed as a director of the Company,
and there is no family relationship between Ms. Haenggi and any of the Company's
other directors or executive officers. Ms. Haenggi is not a party to any current
or proposed transaction with the Company for which disclosure is required under
Item 404(a) of Regulation S-K.
The Company entered into its standard form of indemnification agreement with Ms.
Haenggi (the "Indemnity Agreement"). The Indemnity Agreement provides, among
other things, that the Company will indemnify Ms. Haenggi, under the
circumstances and to the extent provided for therein, for certain expenses which
she may be required to pay in connection with certain claims to which she may be
made a party by reason of her service to the Company as a director, and
otherwise to the fullest extent under applicable law. The foregoing is only a
brief description of the terms of the indemnification arrangements with Ms.
Haenggi, does not purport to be complete, and is qualified in its entirety by
reference to the form of Indemnification Agreement, previously filed as Exhibit
10.1 to the Company's Annual Report on Form 10-K for the period ended December
31, 2019, as filed on February 21, 2020.
The Company entered into its standard form of indemnification agreement with Ms.
Haenggi (the "Indemnity Agreement"). The Indemnity Agreement provides, among
other things, that the Company will indemnify Ms. Haenggi, under the
circumstances and to the extent provided for therein, for certain expenses which
she may be required to pay in connection with certain claims to which she may be
made a party by reason of her service to the Company as a director, and
otherwise to the fullest extent under applicable law. The foregoing is only a
brief description of the terms of the indemnification arrangements with Ms.
Haenggi, does not purport to be complete, and is qualified in its entirety by
reference to the form of Indemnification Agreement, previously filed as Exhibit
10.1 to the Company's Annual Report on Form 10-K for the period ended December
31, 2019, as filed on February 21, 2020.

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