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.
Effective August 16, 2024, Chief Operating Officer Brian Wuebbels has resigned from Complete Solaria, Inc. (the “Company”). On June 30, 2024, the Company entered into an employment extension agreement (the “Agreement”) with Mr. Wuebbels. Pursuant to the Agreement, Mr. Wuebbels’ current health benefits will continue through August 31, 2024, and Mr. Wuebbels will receive accelerated vesting of 208,115 of the 750,000 options that he was granted in April 2024.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Form of Employment Extension Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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: July 5, 2024 | By: | /s/ Thurman J. Rodgers |
| Thurman J. Rodgers | ||
| Chief Executive Officer | ||
2
Exhibit 10.1
June 30, 2024
Brian Wuebbels - bwuebbels@completesolar.com
1019 13th Street
Highland, IL 62249
Dear Brian,
You have rescinded and canceled your resignation letter, dated June 24, 2024. You hereby acknowledge that the resignation letter is void and was of no force or effect.
To ensure continuity and accurate release of the CSLR Q2 10Q financial statement, you and Complete Solaria have agreed to continue your employment through August 16, 2024.
The following employment extension terms will be provided, subject to Board approval, and take effect on July 5, 2024:
| 1. | Continuation of your current salary and existing employment benefit coverage through August 16, 2024, and health benefits will continue through August 31, 2024. |
| 2. | Subject to Board approval and your continued employment with the Company through August 16, 2024, accelerated vesting 27.8% of the 750,000 shares granted to you on May 2, 2024, based on the following prorated offer calculation: |
| Vesting Information | Vesting Date | No. of Shares | Number of Days from 6/24/2024 | |||||||
| CEO Offer Letter Vesting Date | 1/1/2025 | 1,129,636 | 191.00 | |||||||
| COO Offer Letter Grant | 4/24/2024 | 750,000 | 61.00 | |||||||
| *Newly Proposed Vesting Date | 8/16/2024 | 208,115 | 53.00 | |||||||
| * | Based on prorated extension of COO Offer Shares = 27.8% or 53/191 * 750,000 |
Your remaining 379,676 grant options will be terminated effective August 16, 2024.
| 3. | Nomination to the CSLR Board of Directors and 94,452 options as compensation for the Board seat, if approved by the Board. |
| 4. | These terms will amend the terms of the existing terms of your employment agreement with the Company and all other terms will remain in effect. |
Best regards,
T.J. Rodgers
Executive Chairman and CEO
Linda M. DeJulio VP,
Quality and HR
Brian Wuebbels
Chief Operations Officer
Date of Employment Extension Offer Acceptance: