Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 9, 2020, Dr. Yazid Tohme entered into a Transition and Separation Agreement and General Release (the "Transition Agreement") with FARO Technologies, Inc. (the "Company"). Pursuant to the Transition Agreement, Dr. Tohme acknowledged his termination from the position of Chief R&D Officer of the Company effective August 28, 2020. Dr. Tohme will continue to serve as an at-will employee of the Company through October 30, 2020 (the "Transition Period") in order to provide assistance and input concerning ongoing business matters, to effectively transition matters to other employees and to perform such other duties as directed by the Company. The Company will continue to pay Dr. Tohme his current base salary of $370,000 per annum during the Transition Period. Dr. Tohme will not receive a bonus payment under the Company's short-term cash incentive program in respect of performance for any part of 2020 or 2021.

Consistent with the Company's severance obligations to Dr. Tohme set forth in the Executive Severance Plan, the Transition Agreement provides that the Company will continue to pay Dr. Tohme his existing base salary of $370,000, with the first installment being on the first practicable payroll date in January 2021 and the remaining installments continuing consecutively thereafter on the Company's regularly-established pay dates until paid in full, with such payments all being made no later than March 15, 2021. Such severance payments are subject to, among other things, Dr. Tohme's execution and non-revocation of a general release of claims in the form attached to the Transition Agreement.

In addition, the Company will continue to subsidize the employer paid portion of health benefit premiums under COBRA for a period of up to 12 months. The Transition Agreement includes non-compete and non-solicitation covenants pursuant to which Dr. Tohme has agreed not to compete against or solicit any customer or employee of the Company for a period of two years after the conclusion of the Transition Period, and also includes confidentiality and non-disparagement covenants.



This summary of the Transition Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Transition
Agreement, a copy of which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
                                 EXHIBIT INDEX
Exhibit
Number                Description

  10.1                  T    ransition and Separation Agreement and General Release    , by and
                      between FARO Technologies, Inc. and Yazid Tohme dated September 9, 2020
104                   Cover Page Interactive Data File (embedded within the Inline XBRL document).



--------------------------------------------------------------------------------

© Edgar Online, source Glimpses