Item 1.01. Entry into a Material Definitive Agreement.
On December 15, 2021, Marathon Digital Holdings, Inc. (the "Company") entered
into a Severance and Release Agreement ("Agreement") with Merrick Okamoto, its
Executive Chairman ("Okamoto"). Pursuant to the Agreement, Okamoto is retiring
effective December 31, 2021. He is providing a standard release to the Company
in exchange for payment of 83,333 restricted stock units of the Company, which
shall vest immediately upon grant. The shares underlying the RSUs are being
issued pursuant to the Company's registration statement on Form S-8 (file no.
258928), filed with the SEC on August 19, 2021. Additionally on December 31,
2021, the Company shall pay Okamoto the following: (i) accrued wages of
$30,942.92, his annual 2021 bonus in the amount of $371,315 and any remaining
approved and unpaid Company expenses incurred by him, if any. He is also
entitled to medical insurance reimbursement as currently maintained through
December 31, 2022, and thereafter is entitled to COBRA at his own expense, to
the extent available by law.
Item 5.02 Departure of Officer or Director; Appointment of Officer or Director
See Item 1.01 above for the retirement of Merrick Okamoto. The Company's Board
of Directors has elected Fred Thiel as Chairman of the Board effective December
31, 2021. Mr. Thiel will not receive any additional compensation for this
additional role.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Severance and Release Agreement dated December 15, 2021
99.1 Press Release dated December 15, 2021
104 Cover page interactive data file (embedded within the inline XBRL document).
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