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.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses