Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On
The Severance Plan provides that upon a (A) termination by us other than for
"cause", death or "disability" or (B) resignation for "good reason", as each
term is defined in the Severance Plan, in each case outside of the "change in
control period" (i.e., the period of one year after a "change in control," as
defined in the Severance Plan), an eligible participant will be entitled to
receive, subject to the execution and delivery of an effective and irrevocable
release of claims in favor of the Company and continued compliance with all
applicable restrictive covenants, (i) 12 months of "base salary" (i.e., the
higher of the annual base salary in effect immediately prior to the date of
termination or the annual base salary in effect for the year immediately prior
to the year in which the date of termination occurs) for our Chief Executive
Officer, Mr.
The Severance Plan also provides that upon a (A) termination by us other than for cause, death or disability or (B) resignation for good reason, in each case within the change in control period, an eligible participant will be entitled to receive, in lieu of the payments and benefits above and subject to the execution and delivery of an effective and irrevocable release of claims in favor of the Company and continued compliance with all applicable restrictive covenants, (I) a lump sum amount equal to 150% of the base salary and 150% of the target annual bonus in effect immediately prior to the date of termination (or immediately prior to the change in control, if higher) for our Chief Executive Officer and 100% of the base salary and 100% of the target annual bonus in effect immediately prior to the date of termination (or immediately prior to the change in control, if higher) for our Tier 2 officers, (II) a lump sum amount equal to the monthly employer contribution, based on the premiums as of the date of termination, that we would have made to provide health insurance for the applicable executive if he or she had remained employed by us for 18 months for our Chief Executive Officer and 12 months for our Tier 2 officers, and (III) for all outstanding and unvested equity awards of the Company that are subject to time-based vesting held by the participant, full accelerated vesting of such awards; provided, that the performance conditions applicable to any outstanding and unvested equity awards subject to performance-based vesting will be deemed satisfied at the target levels in accordance with the terms of the applicable award agreement.
The payments and benefits provided under the Severance Plan in connection with a change in control may not be eligible for a federal income tax deduction by the Company pursuant to Section 280G of the Internal Revenue Code, or Code. These payments and benefits may also subject an eligible participant to an excise tax under Section 4999 of the Code. If the payments or benefits payable in connection with a change in control would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to the participant.
The foregoing description of the Severance Plan is qualified in its entirety by reference to the full text of the Severance Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
On
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1*Rocket Lab USA, Inc. Executive Severance Plan 10.2 Form of Restricted Stock Unit Award Agreement for Employees 10.3 Form of Restricted Stock Unit Award Agreement for Non-Employee Directors 10.4 Form of Restricted Stock Award Agreement for Employees 10.5 Form of Non-Qualified Stock Option Agreement for Non-Employee Directors 10.6 Form of Non-Qualified Stock Option Agreement for Employees 10.7 Form of Incentive Stock Option Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain information contained in exhibits has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.The Company hereby undertakes to furnish supplementally such omitted information upon request by theSEC .
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