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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