Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On January 30, 2022, Nogin, Inc. (the "Company") entered into employment agreements (the "Employment Agreements") with Jonathan Huberman (Chief Executive Officer, President and Chairman of the Board of Directors) and Shahriyar Rahmati (Chief Financial Officer and Chief Operating Officer) (each, an "Executive").

In connection with entering into the Employment Agreements, the Compensation Committee of the Company's Board of Directors (the "Committee") also approved the grant to each Executive of an award of time-vesting restricted stock units covering 4,500,000 shares of the Company's common stock ("Common Stock") (for Mr. Huberman) and 4,000,000 shares of Common Stock (for Mr. Rahmati) (each, an "Initial RSU Award").

The Committee believes that the Executives' compensation packages over the terms of the Employment Agreements are key to maintaining the focus of the Executives' visionary drive and leadership in the Company's operations, strategy and growth.

Employment Agreements

The Employment Agreement for each Executive provides for an initial employment term commencing on August 29, 2022 and ending on the third anniversary thereof (the "Initial Term"), subject to automatic 12-month renewal periods until either party to the respective Employment Agreement delivers a notice of non-renewal to the other party prior to the expiration of the then-current employment term.

Under the Employment Agreements, Messrs. Huberman and Rahmati will have an annual base salary equal to $480,000 and $390,000, respectively, and an annual target performance bonus opportunity equal to 75% and 50%, respectively, of the Executive's annual base salary rate for the applicable calendar year.

In addition to any annual bonus that Mr. Rahmati receives for calendar year 2023, under his Employment Agreement, Mr. Rahmati is entitled to receive a $150,000 bonus on the first regular payroll date following January 30, 2023 (the "Signing Bonus"). In the event that Mr. Rahmati resigns without "Good Reason" (as defined in the Employment Agreement) on or prior to August 29, 2023, Mr. Rahmati will be required to repay the Signing Bonus within 30 days of such resignation.

The Initial RSU Awards granted to the Executives in accordance with the Employment Agreements will vest in full on the last day of the Initial Term, subject to the applicable Executive's continued employment with the Company on such date. Upon termination of the Executive's employment by the Company without "Cause" or by the Executive with "Good Reason," as each such term is defined in the applicable Employment Agreement, and in either case prior to the expiration of the Initial Term, the Initial RSU Award will vest in full as of the date of such termination. If the Executive resigns without Good Reason prior to vesting or is terminated by the Company for failing to perform substantial duties, the Executive will forfeit 100% of the Initial RSU Award. In the case of other terminations, in any case, prior to the expiration of the Initial Term, the Executive's Initial RSU Award will vest pro-rata based on the number of months that the Executive was employed by the Company during the Initial Term.

In the event that an Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason, then in addition to payment of any accrued amounts and subject to the Executive's timely executing a release of claims and continuing to comply with his restrictive covenant obligations, he will be entitled to receive twelve (12) months of his annual base salary, payable in installments over the 12-month period following such termination.

The severance described above and the treatment of the Initial RSU Award upon the termination of the applicable Executive's employment is subject to such Executive's timely execution and non-revocation of a release of claims, as well as his continued compliance in all material respects with restrictive covenants.



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The foregoing description of the Employment Agreements is qualified in its entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statement and Exhibits.





  (d) Exhibits.



                                                                        Incorporated by Reference
Exhibit                                                                                      Filing
Number                           Description                           Form      Exhibit      Date

10.1         Employment Agreement, dated January 30, 2023, by and
           between Nogin, Inc. and Jonathan S. Huberman.

10.2         Employment Agreement, dated January 30, 2023, by and
           between Nogin, Inc. and Shahriyar Rahmati.

104        Cover Page Interactive Data File, formatted in Inline
           XBRL (included as Exhibit 101).



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