Item 5.02 Departure of Directors or Certain Officers; Election of
Appointment of Certain Officers; Compensatory
Arrangements of Certain
Effective September 3, 2020 (the "Resignation Date"), Darren Jensen resigned
from his role as President and Chief Executive Officer of LifeVantage
Corporation (the "Company") and from the Company's Board of Directors.
On September 3, 2020, the Company's Board of Directors appointed Steven Fife,
the Company's current Chief Financial Officer, as Interim President and Chief
In connection with Mr. Jensen's resignation, the Company and Mr. Jensen entered
into a Separation Agreement and General Release, dated September 4, 2020 (the
"Separation Agreement"), which includes a general release of claims from Mr.
Jensen and an agreement from him to provide consulting services on an as needed
basis through January 1, 2022 (the "Consulting Term") to promote a smooth
transition of his duties. Under the Separation Agreement, the Company agreed to
pay Mr. Jensen cash severance in an aggregate amount equal to $275,000, which is
50% of his annual base salary as of the Resignation Date. This severance amount
will be paid in substantially equal monthly installments over the 12 month
period following the Resignation Date. The Company also agreed that an aggregate
of 74,303 shares underlying two equity awards previously granted to Mr. Jensen
would be subject to continued vesting during the Consulting Term, subject to Mr.
Jensen continuing to provide consulting services during the Consulting Period as
requested. The Separation Agreement also requires Mr. Jensen to comply with
restrictions and covenants in favor of the Company, including stock selling
restrictions, confidentiality, non-competition and non-solicitation provisions
and contains a mutual non-disparagement provision. As a condition to receiving
and continuing to receive the severance benefits under the Separation Agreement,
Mr. Jensen must not revoke and must remain in compliance with his obligations
under that agreement.
The foregoing summary of the Separation Agreement is qualified in its entirety
by reference to the full text thereof, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K, and incorporated herein by reference.
In addition, on September 8, 2020, the Company terminated the employment of Ryan
Goodwin, its Chief Marketing Officer.
The Company issued a press release announcing these management changes, a copy
of which is filed as Exhibit 99.1 hereto.
Item 7.01 Regulation FD Disclosure.
On September 8, 2020, the Company issued a press release announcing the
resignation of Darren Jensen as the Company's President and Chief Executive
Officer, the appointment of Steven Fife, the Company's current Chief Financial
Officer, as Interim President and Chief Executive Officer and other management
changes. A copy of that press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K, and is incorporated by reference in this Item 7.01.
The information furnished in this Item 7.01 to this Form 8-K, including Exhibit
99.1 furnished herewith, shall not be deemed "filed" for purposes of Section 18
of the Exchange Act or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference into any other filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except as
expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Separation Agreement, dated September 4, 2020, by and between the
Company and Darren Jensen.
99.1 Press release issued by the Company on
September 8, 2020 announcing the
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