Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 23, 2022 (the "Separation Date"), PARTS ID, Inc. (the "Company") and
Ajay Roy, Chief Operating Officer of the Company, entered into a Separation and
General Release Agreement (the "Agreement"), pursuant to which Mr. Roy resigned
from employment effective as of June 16, 2022. The Agreement includes a general
release of claims by Mr. Roy subject to a 7-day revocation period beginning on
the Separation Date (the "Effective Date").
Pursuant to the Agreement, the Company will pay Mr. Roy a lump sum in the amount
equal to one (1) month of Mr. Roy's base salary ($27,083.33), less applicable
withholdings and other customary payroll deductions, payable within thirty (30)
days of the Company's first regular pay date at least eight (8) days after the
Company receives the executed Agreement from Mr. Roy. Mr. Roy may elect to
continue to participate in the Company's group health insurance plans pursuant
to the Consolidated omnibus Budget Reconciliation Act of 1985 (COBRA).
In addition to the lump sum payment described above, in consideration for Mr.
Roy's execution of the Agreement, the Company will provide Mr. Roy with the
following: (i) payment for twenty-two (22) unused PTO days in accordance with
the Company's policy; (ii) a grant of 40,000 units of restricted stock, which
will vest as of the Effective Date; and (iii) an amendment of Mr. Roy's
post-employment non-compete, as set forth in the Agreement.
The Agreement includes a reaffirmation of the post-separation commitments and
obligations set forth in Mr. Roy's employment agreement, including
confidentiality, non-disparagement, and non-solicitation/non-interference
provisions. Further, the Agreement amends the non-compete provision in Mr. Roy's
Agreement, which now provides that for a period of twenty-four (24) months
following the Separation Date, Mr. Roy agrees not to be engaged in or have any
financial interest in any business that directly competes with the business of
the Company. The payments made to Mr. Roy under the Agreement are subject to
forfeiture and/or clawback if Mr. Roy materially breaches the Agreement,
including the confidentiality, non-disparagement, and
non-solicitation/non-interference provisions.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the copy of the Agreement that is
attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated by reference into this Item 5.02.
Item 8.01 Other Events.
Beginning on June 16, 2022, the Company took additional restructuring steps to
reduce its costs by reducing its employment base in the United States, and
reducing its independent contractors in Ukraine and Costa Rica, and to reduce
other operating expenses. The employees and independent contractors affected by
this reduction were informed of the Company's decision beginning on June 16,
2022. Each affected employee in the United States was paid such employee's
respective salary through such employee's termination date. Additionally, each
affected employee in the United States was asked to release claims against the
Company through his or her severance period. The expected savings from the
reductions described above amount to approximately $10 million on an annualized
basis.
Exhibit No. Description
Separation and General Release Agreement, by and between PARTS ID,
10.1 Inc. and Ajay Roy, dated June 23, 2022
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PARTS ID, INC. 
