Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, Joseph Pergola, Integral Ad Science Holding Corp.'s
(the "Company") Chief Financial Officer will be leaving the Company to pursue
other opportunities. In connection with Mr. Pergola's transition, on May 25,
2022, the Company and Mr. Pergola entered into a Separation Agreement and
Release of Claims (the "Agreement"). Pursuant to the Agreement, Mr. Pergola's
employment with the Company will end on September 10, 2022 (the "Separation
Date") and he will hold the title of Chief Financial Officer of the Company and
perform current duties and responsibilities until on or about August 15, 2022.
Subject to Mr. Pergola's continued compliance with the terms of the Agreement
and non-revocation of the same, Mr. Pergola will (i) receive separation pay in
an amount equal to $425,000, less all required or authorized taxes, withholdings
and deductions, payable over a 12 month period in accordance with the Company's
regular payroll practices; (ii) be eligible to receive 100% of the applicable
2022 discretionary annual bonus to be paid no later than March 15, 2023, in the
amount of $318,750, less all required or authorized taxes, withholdings and
deductions; and (iii) receive continued COBRA coverage at the Company's expense
for the 12 month period immediately following the Separation Date. Additionally,
according to the terms of the applicable equity agreements, Mr. Pergola will
have 90 days after the Separation Date to exercise any options granted under the
Amended and Restated Integral Ad Science Holding Corp. 2018 Non-qualified Stock
Option Plan that have vested and become exercisable prior to the Separation
Date. Any vested options not exercised by Mr. Pergola within 90 days of the
Separation Date will expire. The Agreement includes other customary provisions
relating to release, confidentiality, restrictive covenants and future
cooperation.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by the full text of the Agreement, which is
attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 9.01. Certain Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
10.1 Separation Agreement and Release of Claims, dated as of May 25,
2022, by and between Joseph Pergola and Integral Ad Science, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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