UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Appointment of Certain Officers; Election of Directors; Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of a Named Executive Officer – Chris Lundell
The Company previously announced in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 24, 2024 (the “Separation Date”), that Chris Lundell had stepped down as the Company’s Chief Executive Officer. Following the Separation Date, Mr. Lundell will continue to serve as a member of the board of directors of the Company.
Subject to the terms of Mr. Lundell’s Separation Agreement, dated as of May 19, 2024, Mr. Lundell will be entitled to receive:
| ● | cash severance in an amount equal to 6 months of his base salary in effect as of the Separation Date, payable in installments beginning on the date that is the 60th day following the Separation Date; |
| ● | reimbursement of COBRA premiums, if any, for up to twelve (12) months following the Separation Date, provided proof of COBRA enrollment and payment of COBRA premiums is submitted to the Company. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums could result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Mr. C. Lundell on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the "Special Severance Payment"), for the remainder of the COBRA Payment Period. Such amount will be paid after this Agreement has been executed by all parties. |
| ● | 350,000 stock options with 100,000 options vesting immediately. The remaining 250,000 stock options will vest monthly at 1/60th of the total value over five (5) years contingent upon continuing support to the Company; and |
| ● | retention of the 94,452 options that were granted to Mr. Lundell as a board member on December 3, 2023. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Complete Solaria, Inc. | ||
| Dated: May 23, 2024 | ||
| By: | /s/ Thurman J. Rodgers | |
| Thurman J. Rodgers | ||
| Chief Executive Officer | ||
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