Item 1.01. Entry into a Material Definitive Agreement.
Effective December 27, 2021, Marathon Digital Holdings, Inc. (the "Company")
appointed Ashu Swami as its Chief Technology Officer and entered into an
Executive Employment Agreement ("Agreement") with Mr. Swami.
Mr. Swami joins Marathon Digital Holdings from Core Scientific where he served
as the CPO since Feb 2021, leading the company's foray into DeFi and heading the
mining hardware and software optimization tech. Prior to that, from Jan 2019 to
Feb 2021, he was the CTO of Apifiny, a hybrid CEX and DEX crypto exchange.
Previously, from Jan 2016 to Dec 2018, Mr. Swami headed a SPV of Quadeye
Securities which pioneered and traded Mining Swaps, operated cloud mining data
centers, and served as the Chief Advisor to Fortune 50 companies including Intel
Corp on Blockchain initiatives. From May 2013 to Dec 2015, he founded LocalPad,
a p2p marketplace and payments plugin that provided ebay-in-a-box like
functionality to large blogs to monetize their user base. Prior to that, from
May 2007 to Apr 2013, Mr. Swami was a Portfolio Manager and led the high
frequency market-making business at Morgan Stanley Program Trading to become a
top 5 market maker in US ETFs. Previously, since May 2002, Mr. Swami spent over
4 years as a Sr Component Designer and then Tech Lead in Intel's Enterprise
Platforms Group. Mr. Swami holds a BTech in CSE from IIT Bombay, and M.B.A. from
Duke University.
Pursuant to the terms of the Agreement, Mr. Swami is employed as CTO for a one
year term which shall automatically renew unless either he or the Company
notifies the other at least 90 days before the end of the initial or any renewal
term of the intent to terminate the Agreement. Mr. Swami's base salary is
$275,000 per year with a cash bonus of upto to $137,500 per year. Mr. Swami
shall also be granted 80,000 restricted stock units, of which 20,000 shall vest
on the one year anniversary of the effective date of the Agreement, and then
5000 RSUs shall vest on each subsequent three month anniversary with the last
5000 RSUs vesting on the four year anniversary of the effective date of the
Agreement. Upon certain not for cause termination events under the Agreement,
Mr. Swami would be entitled to vesting of all unvested RSUs and a severance
payment of six months of salary in addition to all accrued and unpaid salary and
vacation and the like. The Agreement contains other commercially standard terms
for events of termination and the like.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Employment Agreement, effective as of December 27, 2021
104 Cover page interactive data file (embedded within the inline XBRL document).
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MARATHON DIGITAL HOLDINGS, INC. 
