Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
Pursuant to the Employment Agreements,
The Employment Agreements provide for an indefinite term. If an Executive's employment terminates, the Executive would receive all accrued but unpaid base salary and, except in the case of dismissal for "cause" (as defined in the Employment Agreements), an annual bonus for the year of termination based on the actual financial results for the full year in which the termination occurred, prorated for the portion of the year before termination of the Executive's employment.
If the Executive's employment is terminated by the Company without cause or by
the Executive for "good reason" (as defined in the Employment Agreements) other
than prior to, on or within 24 months following a "change of control" (as
defined in the Employment Agreements),
If Executive's employment is terminated by the Company without cause or by the Executive for "good reason" within ninety (90) days prior to, on or within twenty-four (24) months after a "change of control" (as such terms are defined in the Employment Agreements), the Executive would be entitled to a lump sum payment of 2 times the sum of his annual base salary and target bonus. The Executive would also be entitled to receive continuation of health benefits coverage for the Executive and the Executive's dependents and disability insurance coverage for the Executive for up to 18 months following termination. In addition, all Time Vested Awards shall vest in full as of the date of termination. If the Executive dies or the Company terminates the Executive's employment due to "disability" (as defined in the Employment Agreements), the Executive would be entitled to receive continuation of health benefits coverage for the Executive and the Executive's dependents and disability insurance coverage for the Executive for up to 18 months following termination. In addition, all Time Vested Awards shall vest in full as of the date of termination.
In connection with
The Employment Agreements also contain customary confidentiality, non-competition and non-solicitation provisions. The summary of the materials terms of the Employment Agreements described above is qualified in its entirety by reference to the Employment Agreements, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Employment Agreement, datedNovember 18, 2021 , effective as ofJanuary 1, 2022 , betweenMP Materials Corp. andJames H. Litinsky 10.2 Employment Agreement, datedNovember 18, 2021 , effective as ofJanuary 1, 2022 , betweenMP Materials Corp. andRyan Corbett 10.3 Employment Agreement, datedNovember 18, 2021 , effective as ofJanuary 1, 2022 , betweenMP Materials Corp. andMichael Rosenthal 10.4 Employment Agreement, datedNovember 18, 2021 , effective as ofJanuary 1, 2022 , betweenMP Materials Corp. andElliot D. Hoops 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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