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

Effective as of May 9, 2022, the Board of Directors (the "Board") of Talkspace, Inc. (the "Company") approved the grant of an equity award (the "Award") under the Company's 2021 Incentive Award Plan (the "Plan") to Douglas Braunstein for his continued services as interim Chief Executive Officer. The Award is composed of (i) a non-qualified stock option to purchase 640,000 shares of the Company's common stock ("Common Stock") and (ii) a restricted stock unit award with respect to 1,650,000 shares of the Company's Common Stock. The Award shall vest and become exercisable (as applicable) with respect to 50% of the underlying shares on May 15, 2022, and, with respect to the remaining 50% of the underlying shares, in six equal monthly installments on each of the first six monthly anniversaries of May 15, 2022 (such that the Award shall be fully vested on November 15, 2022), subject to Mr. Braunstein's continued service as interim CEO through the applicable vesting date. Additionally, in the event of a Change in Control (as defined in the Plan) prior to November 15, 2022, any unvested portion of the Award will accelerate and vest in full, subject to Mr. Braunstein's continued status as interim CEO until immediately prior to the occurrence of such Change in Control.

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