Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chief Financial Officer
On December 9, 2021, Mr. Sagar Kurada informed Eos Energy Enterprises, Inc. (the
"Company") of his intention to resign as Chief Financial Officer ("CFO"),
effective as of January 11, 2022 ("Separation Date"). Mr. Kurada will continue
to provide services as the CFO through the Separation Date.
In connection with his resignation, Mr. Kurada entered into a separation
agreement with the Company, pursuant to which he released all potential claims
against the Company in exchange for the accelerated vesting of 75,000 Restricted
Stock Units, which represent a portion of the outstanding unvested Restricted
Stock Units that he holds. Mr. Kurada also agreed to cooperate for a period of
time after the Separation Date and will continue to be subject to the
restrictive covenants set forth in his employment agreement with the Company.
Appointment of Chief Financial Officer
On December 13, 2021, the Board of Directors of the Company (the "Board")
appointed Randall Gonzales (age 50) to serve as the Company's Chief Financial
Officer, effective January 11, 2022 (the "Commencement Date"). From March 2018
to December 2021, Mr. Gonzales served as the Executive Vice President, Chief
Financial Officer and Treasurer of Lydall, Inc. Prior to that, from December
2014 to March 2018, Mr. Gonzales served as the Senior Vice President, Chief
Financial Officer and Treasurer of Progress Rail Services Corp. and
Electro-Motive Diesel, Inc. Prior to joining Progress Rail Services Corp. and
Electro-Motive Diesel, Inc., from March 2004 to November 2014, Mr. Gonzales
served in various positions with Nissan Motor Co. Mr. Gonzales graduated from
the United States Air Force Academy in 1994 and subsequently earned a Masters in
Business Administration from Wright State University in 1997.
In connection with his appointment, also on December 13, 2021, the Company
entered into an employment agreement with Mr. Gonzales (the "Employment
Agreement"), pursuant to which Mr. Gonzales will receive an annual base salary
of $465,000. Mr. Gonzales will also be eligible for a year-end target bonus of
50% of his annual base salary, with the actual bonus to be determined based on
performance. In addition, upon commencing his employment with the Company, Mr.
Gonzales will receive a grant of 225,000 restricted stock units that settle in
shares of Class A common stock of the Company (the "RSUs") that vest, subject to
continued employment, in three equal annual installments on each anniversary of
the Commencement Date (with accelerated vesting on a change in control);
provided that if the value of the RSUs (based on the closing price of the
Company's common stock on the Commencement Date) is less than $2,000,000 in the
aggregate, the Company will grant Mr. Gonzales additional RSUs such that the
initial aggregate value of the initial RSU grant is $2,000,000. Mr. Gonzales
will also be eligible for annual long-term incentive grants commensurate with
his position beginning with the annual grant to senior executives in 2022.
The Employment Agreement also provides that if Mr. Gonzales' employment is
involuntarily terminated (i.e., terminated without Cause (as defined in the
Employment Agreement) or with Good Reason (as defined in the Employment
Agreement)), conditioned on Mr. Gonzales' execution and non-revocation of a
release of claims, Mr. Gonzales will be entitled to receive: any accrued but
unpaid base salary and vacation earned through the date of termination,
twenty-four months of continued base salary, prorated annual bonus based on
actual performance, full vesting of outstanding equity awards (including the
RSUs) and certain supplemental payments relating to continued participation in
the Company's health, dental and vision plans pursuant to COBRA for up to
eighteen months following termination of employment.
The Employment Agreement also includes customary confidentiality and assignment
of intellectual property obligations, as well as non-competition and
non-solicitation restrictions (both of employees and business relationships)
that continue for 12 months following termination of employment.
There are no arrangements or understandings between Mr. Gonzales and any other
persons pursuant to which he was selected as an officer of the Company, and Mr.
Gonzales is not related to any other executive officer or director of the
Company. Mr. Gonzales has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing summary description of the Separation Agreement and the Employment
Agreement are not complete and are subject to, and qualified in their entirety
by reference to, the full text of the Separation Agreement, which is filed as
Exhibit 10.1 to this Form 8-K and the Employment Agreement, which is filed as
Exhibit 10.2 to this Form 8-K and, in each case, are incorporated herein by
reference.
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A copy of the press release announcing the actions described above is provided
as Exhibit 99.1 to this Current Report.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
Exhibit
Number Description of Document
10.1 Separation Agreement dated December 13, 2021
10.2 Employment Agreement dated December 13, 2021
99.1 Press release dated December 14, 2021
104 Cover page of this Current Report on Form 8-K formatted in Inline XBRL
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