LOCAL BOUNTI CORPORATION Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
Co-Chief Executive Officer Compensation
On
Executive Officer Equity Awards
On
Non-Employee Director Compensation Plan
On
The outside director compensation is in the form of (i) annual cash retainers,
payable in arrears in equal quarterly installments following the end of each
fiscal quarter in which the service occurred, and (ii) equity awards, which are
granted under the Plan or any successor equity plan adopted by the
Annual Board Member Service Retainer
• All Outside Directors:$87,500 • Outside Director serving as Lead Independent Director:$15,000 (in addition to above)
Annual Committee Member Service Retainer
• Member of the Audit Committee:$10,000 • Member of the Compensation Committee:$7,500 • Member of theNominating and Corporate Governance Committee :$5,000
Annual Committee Chair Service Retainer (in lieu of Annual Committee Member Service Retainer)
• Chairperson of the Audit Committee:$20,000 • Chairperson of the Compensation Committee:$15,000 • Chairperson of theNominating and Corporate Governance Committee :$10,000
--------------------------------------------------------------------------------
Equity Compensation
• Upon initial election or appointment to the Board, a restricted stock
unit award, as determined by the Board, with a grant date value of
$175,000 , which will vest in three equal annual instalments beginning on
the first anniversary of the date of grant, subject to the non-employee
director's continuous service through each applicable vesting date; and
• At each annual stockholder meeting following the non-employee director's
appointment to the Board and such director's service on the Board for a
minimum of six months, an additional restricted stock unit award, as
determined by the Board, with a grant date value of $87,500 , which will
vest in full upon the earlier of the first anniversary of the date of
grant or the next annual stockholder meeting, subject to the non-employee
director's continuous service through the applicable vesting date.
Notwithstanding the foregoing, for each non-employee director who remains in continuous service as a member of the Board until immediately prior to the consummation of a "change in control" (as defined in the Plan), any unvested portion of an equity award granted in consideration of such non-employee director's service as a member of the Board will vest in full immediately prior to, and contingent upon, the consummation of such change in control.
The Board will also have discretion to grant additional equity awards to certain outside directors for services to the Company that exceed the standard expectations for an outside director or for other circumstances determined to be appropriate by the Board. The Company will also reimburse directors for their reasonable out-of-pocket expenses in connection with attending board and committee meetings.
The foregoing description does not purport to be complete and is qualified in
its entirety by reference to the full text of the Local
Item 9.01 Financial Statements and Exhibits.
(d) List of Exhibits. Exhibit No. Description 10.1† LocalBounti Corporation Director Compensation Policy, adoptedJanuary 12, 2022 104 Cover Page Interactive Data File (formatted as Inline XBRL)
† Indicates a management contract or compensatory plan, contract or arrangement.
--------------------------------------------------------------------------------
© Edgar Online, source
