Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





On June 2, 2022, the Compensation Committee of SoundHound AI, Inc. (the
"Company") and full Board of Directors of the Company approved certain
compensation adjustments for its named executive officers. The Company also
entered into new employment letter agreements with Dr. Keyvan Mohajer, the
Company's Chief Executive Officer; Mr. Nitesh Sharan, the Company's Chief
Financial Officer; and Mr. Timothy Stonehocker, the Company's Chief Technology
Officer. In addition, the Board of Directors of the Company adopted and approved
a Non-Employee Director Compensation Policy.

Employment Agreement with Keyvan Mohajer, Chief Executive Officer


Under Dr. Mohajer's employment agreement, he will receive a base salary of
$450,000 which is effective retroactively as of May 1, 2022. In addition, Dr.
Mohajer is eligible to earn an annual incentive bonus, with a target equal to
100% of his annual base salary as then in effect, with a maximum payout at 150%
of annual target. The annual bonus will be determined by the Company in its sole
discretion based upon achievement of performance objectives to be determined by
the Company.



Dr. Mohajer will be granted 720,000 restricted stock units (the "RSUs") under
the SoundHound AI, Inc. 2022 Incentive Award Plan (the "Equity Plan"), which
grant will be made after a Form S-8 is on file with the Securities and Exchange
Commission ("SEC") to register shares under the Equity Plan. Once granted, the
RSUs will have a 10-year term and 4-year vesting period, vesting in equal
quarterly installments with vesting measured from the vesting commencement date
of May 1, 2022, subject to continued employment with the Company through each
vesting date.



Dr. Mohajer will also be granted 480,000 RSUs that are subject to
performance-based vesting (the "PSUs") under the Equity Plan, which grant will
be made after a Form S-8 is on file with the SEC to register shares under the
Equity Plan. Once granted, the PSUs will have a four-year performance period and
will be subject to the following vesting schedule: (i) 25% if the Company
achieves $100 million of GAAP revenue in a trailing 12 months; (ii) 25% if the
Company is cash-flow positive in a trailing 12 months; (iii) 25% if the Company
stock price reaches a 90-day average of $15; and (iv) 25% if the Company stock
price reaches a 90-day average of $20.

In addition, Dr. Mohajer is eligible to participate in the standard benefit plans offered to similarly-situated employees by the Company from time to time.





The employment agreement provides for "at will employment," and specifies
certain compensation following termination of employment, including potential
severance payments of three months of Dr. Mohajer's then current base salary and
payment for three months of any COBRA premiums if Dr. Mohajer's employment is
terminated by the Company without "Cause" (as defined in the Equity Plan) or if
the executive resigns his employment for "Good Reason" (as defined in the
employment agreement). If such a qualified termination occurs within three
months prior to, or one year after, a Change in Control (as defined the Equity
Plan), the severance period is increased to 12 months of then current base
salary and 12 months of COBRA premiums, and vesting will be accelerated for any
stock options that have time-based vesting and for the RSUs. The Company may
accelerate the vesting of the PSUs in connection with the negotiation of any
Change in Control transaction. Any severance is subject to the executive timely
delivering a release of claims in favor of the Company.



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Dr. Mohajer has also entered into the Company's standard form of confidential information and inventions assignment agreement.





The foregoing summary of the terms and conditions of Dr. Mohajer's employment
agreement with the Company is not complete and is qualified in its entirety by
reference to the full text of the employment agreement, which is filed herewith
as Exhibit 10.1 and incorporated herein by reference.

Employment Agreement with Nitesh Sharan, Chief Financial Officer





Under Mr. Sharan's employment agreement, he will receive a base salary of
$350,000 which is effective retroactively as of May 1, 2022. In addition, Mr.
Sharan is eligible to earn an annual incentive bonus, with a target equal to 60%
of his annual base salary as then in effect, with a maximum payout at 150% of
annual target. The annual bonus will be determined by the Company in its sole
discretion, based upon achievement of performance objectives to be determined by
the Company.



Mr. Sharan will be granted 300,000 RSUs under the Equity Plan, which grant will
be made after a Form S-8 is on file with the SEC to register shares under the
Equity Plan. Once granted, the RSUs will have a 10-year term and 4-year vesting
period vesting in equal quarterly installments with vesting measured from the
vesting commencement date of September 15, 2021, subject to continued employment
with the Company through each vesting date.



Mr. Sharan will also be granted 200,000 PSUs under the Equity Plan, which grant
will be made after a Form S-8 is on file with the SEC to register shares under
the Equity Plan. Once granted, the PSUs will have a four-year performance period
and will be subject to the following vesting schedule: (i) 25% if the Company
achieves $100 million of GAAP revenue in a trailing 12 months; (ii) 25% if the
Company is cash-flow positive in a trailing 12 months; (iii) 25% if the Company
stock price reaches a 90-day average of $15; and (iv) 25% if the Company stock
price reaches a 90-day average of $20.

In addition, Mr. Sharan is eligible to participate in the standard benefit plans offered to similarly-situated employees by the Company from time to time.





The employment agreement provides for "at will employment," and specifies
certain compensation following termination of employment, including potential
severance payments of three months of Mr. Sharan's then current base salary and
payment for three months of any COBRA premiums if Mr. Sharan's employment is
terminated by the Company without "Cause" (as defined in the Equity Plan) or if
the executive resigns his employment for "Good Reason" (as defined in the
employment agreement). If such a qualified termination occurs within three
months prior to, or one year after, a Change in Control (as defined the Equity
Plan), the severance period is increased to 12 months of then current base
salary and 12 months of COBRA premiums, and vesting will be accelerated for any
stock options that have time-based vesting and for the RSUs. The Company may
accelerate the vesting of the PSUs in connection with the negotiation of any
Change in Control transaction. Any severance is subject to the executive timely
delivering a release of claims in favor of the Company.



                                       2

Mr. Sharan has also entered into the Company's standard form of confidential information and inventions assignment agreement.





The foregoing summary of the terms and conditions of Mr. Sharan's employment
agreement with the Company is not complete and is qualified in its entirety by
reference to the full text of the employment agreement, which is filed herewith
as Exhibit 10.2 and incorporated herein by reference.

Employment Agreement with Timothy Stonehocker, Chief Technology Officer


Under Mr. Stonehocker's employment agreement, he will receive a base salary of
$335,000 which is effective retroactively as of May 1, 2022. In addition, Mr.
Stonehocker is eligible to earn an annual incentive bonus, with a target equal
to 50% of his annual base salary as then in effect, with a maximum payout at
150% of annual target. The annual bonus will be determined by the Company in its
sole discretion, based upon achievement of performance objectives to be
determined by the Company.



Mr. Stonehocker will be granted 210,000 RSUs under the Equity Plan, which grant
will be made after a Form S-8 is on file with the SEC to register shares under
the Equity Plan. Once granted, the RSUs will have a 10-year term and 4-year
vesting period vesting in equal quarterly installments with vesting measured
from the vesting commencement date of May 1, 2022, subject to continued
employment with the Company through each vesting date.



Mr. Stonehocker will also be granted 140,000 PSUs under the Equity Plan, which
grant will be made after a Form S-8 is on file with the SEC to register shares
under the Equity Plan. Once granted, the PSUs will have a four-year performance
period and will be subject to the following vesting schedule: (i) 25% if the
Company achieves $100 million of GAAP revenue in a trailing 12 months; (ii) 25%
if the Company is cash-flow positive in a trailing 12 months; (iii) 25% if the
Company stock price reaches a 90-day average of $15; and (iv) 25% if the Company
stock price reaches a 90-day average of $20.

In addition, Mr. Stonehocker is eligible to participate in the standard benefit plans offered to similarly-situated employees by the Company from time to time.





The employment agreement provides for "at will employment," and specifies
certain compensation following termination of employment, including potential
severance payments of three months of Mr. Stonehocker's then current base salary
and payment for three months of any COBRA premiums if Mr. Stonehocker's
employment is terminated by the Company without "Cause" (as defined in the
Equity Plan) or if the executive resigns his employment for "Good Reason" (as
defined in the employment agreement). If such a qualified termination occurs
within three months prior to, or one year after, a Change in Control (as defined
the Equity Plan), the severance period is increased to 12 months of then current
base salary and 12 months of COBRA premiums, and vesting will be accelerated for
any stock options that have time-based vesting and for the RSUs. The Company may
accelerate the vesting of the PSUs in connection with the negotiation of any
Change in Control transaction. Any severance is subject to the executive timely
delivering a release of claims in favor of the Company.



                                       3

Mr. Stonehocker's has also entered into the Company's standard form of confidential information and inventions assignment agreement.





The foregoing summary of the terms and conditions of Mr. Stonehocker's
employment agreement with the Company is not complete and is qualified in its
entirety by reference to the full text of the employment agreement, which is
filed herewith as Exhibit 10.3 and incorporated herein by reference.

Non-Employee Director Compensation Policy





On June 2, 2022, our Board of Directors adopted and approved a director
compensation policy, which provides to each of the non-employee directors (i) an
annual retainer of $32,000, payable quarterly (ii) additional annual cash
retainers, payable quarterly, for committee service as follows: (A) Chair of the
Audit Committee: $20,000; (B) member of the Audit Committee: $10,000; (C) Chair
of the Compensation Committee: $14,500; (D) member of the Compensation
Committee: $7,300; (E) Chair of the Nominating and Corporate Governance
Committee: $7,500; and (F) member of the Nominating and Corporate Governance
Committee: $3,800; (iii) an initial grant of restricted stock units having a
grant day value of $380,000, although a director may elect to receive half of
the initial grant in nonqualified stock options, which initial grant shall vest
over three years; (iv) an annual grant of restricted stock units having a grant
day value of $165,000, which shall vest over four quarters; and (iv) travel
expense reimbursement. In the event of a Change in Control (as defined in the
Equity Plan), any then-unvested initial grant or annual RSU grant will fully
vest (and become exercisable, in the case of an option) as of immediately prior
to the effective time of such transaction, subject to the outside director's
continuous board service through the effective date of such transaction.
Notwithstanding the foregoing, no equity grants shall be made until a Form S-8
is on file with the SEC to register shares under the Equity Plan.

The foregoing summary of Non-Employee Director Compensation Policy is not complete and is qualified in its entirety by reference to the full text of the policy, which is filed herewith as Exhibit 10.4 and incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.





(d) Exhibits.



Exhibit
Number    Description
10.1        Employment Agreement with Keyvan Mohajer, Chief Executive Officer, dated June 2, 2022
10.2        Employment Agreement with Nitesh Sharan, Chief Financial Officer, dated June 2, 2022
10.3        Employment Agreement with Timothy Stonehocker, Chief Technology Officer, dated June 2, 2022
10.4        Non-Employee Director Compensation Policy
104       Cover Page Interactive Data File (formatted as inline XBRL)




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