Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Effective December 11, 2020, our board of directors elected Manisha Shetty
Gulati to serve as a Class I director whose term will expire at our 2023 annual
meeting of stockholders. We anticipate that Ms. Gulati may also serve as a
member of one or more committees of our board of directors, which we will
determine at a later time. There are no arrangements or understanding between
Ms. Gulati and any other persons pursuant to which Ms. Gulati was elected as a
director. There are also no family relationships between Ms. Gulati and any
director or executive officer of the Company, nor does Ms. Gulati have a direct
or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Ms. Gulati will be eligible to receive an annual award of restricted stock units
having a value of $135,000. In addition, Ms. Gulati will be eligible to receive
a cash payment of $35,000 as a retainer for board service and additional awards
of restricted stock units for committee service, as applicable. Annual awards
are granted as of the date of the company's annual meeting of stockholders and
vest as to 25% quarterly as of the 15th day of May, August, November and
February.
For the period beginning December 11, 2020 and ending at our 2021 annual meeting
of stockholders, which is scheduled to be held on February 19, 2021, Ms. Gulati
will receive restricted stock units having a value of $27,000 and a $7,000 in
cash, which reflect a prorated portion of the annual award and cash retainer she
is eligible to receive. The grant of restricted stock units will vest as to 100%
on February 15, 2021.
Model N will enter into its standard form of Indemnity Agreement with Ms.
Gulati. Pursuant to this agreement, subject to the exceptions and limitations
provided therein, we will agree to hold harmless and indemnify Ms. Gulati to the
fullest extent authorized by our certificate of incorporation, bylaws and
Delaware law, and against any and all expenses, judgments, fines and settlement
amounts actually and reasonably incurred by her in connection with any
threatened, pending or completed action, suit or proceeding arising out of her
services as a director. The form of Indemnity Agreement is filed as Exhibit
10.01 to our Form S-1 Registration Statement filed on March 12, 2013.
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