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).
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