Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 7, 2020, Vonage Holdings Corp. (the "Company") announced that David
Pearson, Chief Financial Officer ("CFO"), will continue to serve as CFO through
August 15, 2020. Mr. Pearson's current salary, benefits, and stock award vesting
schedules will remain in effect, subject to modifications described below. As
previously disclosed, the Company has retained an executive search firm to
assist in its search for a new CFO.
In connection with Mr. Pearson's retirement, on May 19, 2020, the Company and
Mr. Pearson entered into a letter agreement (the "Letter Agreement"), which
provides that if a successor CFO is not appointed and on-boarded by August 15,
2020, Mr. Pearson may continue to serve as a Special Advisor to the Company on a
month-to-month basis until such successor has been on-boarded. In connection
with his role as the Special Advisor, Mr. Pearson would receive cash
compensation paid out at his current implied hourly rate, multiplied by the
number of hours worked. He would continue to receive his current Company
benefits while serving as the Special Advisor on a month-to-month basis.
In connection with the Letter Agreement, Mr. Pearson will be eligible to receive
a retirement bonus equal to (a) 37.5% of his 2020 target bonus opportunity
("TBO") at 100% payout, plus (b) 62.5% of his target 2020 TBO if, and to the
extent, the Company's performance at the end of the performance period results
in any payout at the corporate payout level. In addition, the Letter Agreement
provides the following modifications to certain stock awards: (a) Mr. Pearson's
three-year performance restricted stock units that vest on December 31, 2020
will fully vest, if and to the extent the Company's performance at the end of
the performance period results in a payout; and (b) the Executive's outstanding
vested but unexercised stock options will be modified to extend the exercise
period from 60 days to 18 months post-employment.
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VONAGE HOLDINGS CORP. 
