2,576 restricted stock units. Each of the stock options and restricted stock units granted on September 20, 2021, vests over four years in respectequal increments of their awards (less any applicable exercise or base price) as is received1/48th of the shares vesting on the 20th day of every month, commencing on October 20, 2021, provided the named executive officer remains employed by the Company’s stockholders in respect of their shares. ToCompany or its subsidiaries through such vesting date.
In fiscal year 2022, stock options and restricted stock units were granted to Ms. Cudahy, Mr. Emery, Mr. Eustace and Mr. Westley. On January 1, 2022, the extent any portionCompany made the following equity grants: Ms. Cudahy was granted 92,375 stock options and 22,756 restricted stock units; and Mr. Eustace was granted 71,847 stock options and 17,706 restricted stock units. Each of the change in controlstock options had an exercise price is payable other than at the timeof $5.93, and each of the changestock options and restricted stock units granted on January 1, 2022 vests in control,full on the Compensation Committee will determine the time and form of payment to the award holders consistent with Section 409Athird anniversary of the Internal Revenue Codegrant date. On March 30, 2022, Mr. Emery was granted 384,615 stock options with an exercise price of 1986,$3.01 and 99,666 restricted stock units. Each stock option and restricted stock unit granted on March 30, 2022 vests over three years in equal increments of 1/3rd vesting on each of the first, second and third anniversary of the grant date. On April 22, 2022, in connection with his service as amended (the “Code”),a non-voting board observer, and otherprior to his employment, Mr. Westley was granted 50,000 stock options with an exercise price of $2.32. On May 21, 2022, Mr. Westley was granted 221,904 stock options with an exercise price of $1.62 and 288,271 restricted stock units. Mr. Westley’s April 22, 2022 option grant and Mr. Westley’s May 21, 2022 equity grants each vest over four years in equal increments of 1/4th vesting on each of the first four anniversaries of the applicable laws. Upongrant date and vest fully if Mr. Westley’s employment is involuntarily terminated without cause following a change in control the Compensation Committee may cancel options(each of “cause” and SARs for no consideration if the fair market value of the shares subject to such options or such SARs is less than or equal to their exercise or base price.
Forfeiture, Cancellation or “Clawback” of Awards. Awards (and gains earned or accrued“change in connection with awards) will be subject to such generally applicable policiescontrol” as to forfeiture and recoupment as may be adopted by the Compensation Committee or the Board. Participants will also forfeit and disgorge to the Company any awards granted or vested and any gains earned or accrued due to the exercise of options or SARs or the sale of any shares of stock, to the extent required by applicable law or as required by any stock exchange or quotation system on which the stock is listed or quoted.
Amendment or Termination ofdefined in the Omnibus Incentive PlanPlan). The Compensation Committee may amend or otherwise modify, suspend or terminate the Omnibus Incentive Plan, provided that such action does not materially adversely alter or impair the rights of any award already granted thereunder. Shareholder approval of amendments may be required to comply with applicable laws
Mr. Eustace and regulations. No award may be granted during any period of suspension nor after terminationMr. Emery forfeited each of the Omnibus Incentive Plan,unvested stock options and in no event may any award be granted underrestricted stock units upon their separation from service with the Omnibus Incentive Plan after the expiration of ten years from the effective date of the plan.Company.
Other Compensation
The Company maintains various employee benefit plans, including medical, dental, vision, life insurance and 401(k) plans, severance plan, paid vacation, sick leave and holidays and employee assistance program benefits in which the named executive officers participate.
Employment AgreementsSeverance Plan for Executive Officers and Severance Pay Plan
Clint StinchcombOn October 6, 2021, the Company’s Board adopted the CuriosityStream Inc. Severance Pay Plan for Executive Officers (the “Executive Severance Plan”), which provided severance benefits described below to “Executive Officers” designated under the Executive Severance Plan. Ms. Cudahy, Mr. Eustace and Mr. Emery were designated as Executive Officers under the Executive Severance Plan (and as such were not eligible for the severance pay plan generally available to employees, the CuriosityStream Inc. Severance Pay Plan (the “Severance Pay Plan”)). As noted below, the Company terminated the Executive Severance Plan on November 8, 2022.
The descriptionUnder the Executive Severance Plan, except as provided in the paragraph below, concerning termsif the Company or its affiliates or subsidiaries terminated an Executive Officer’s employment involuntarily without “cause” (as defined in the Executive Severance Plan), subject to the Executive Officer timely executing and provisionsnot revoking a release of Clint Stinchcomb’s employment agreement is a summary and does not purportclaims, the Executive Officer would receive severance payments under the Executive Severance Plan equal to be a complete recitationthe sum of (i) twelve months of the employment agreement’s provisions. Such statements are qualified in their entirety by express referenceExecutive Officer’s monthly rate of base salary (excluding overtime, any incentive pay, any commissions and any other special forms of compensation) paid to the full text of the employment agreement, a copy of which is attached as Exhibit 10.10 to the Form 8-K filed with the SEC on October 14, 2020.
Effective as of the Closing of the Merger, Legacy CuriosityStream and Clint Stinchcomb entered into an employment agreement under which he serves as Chief Executive Officer of CuriosityStream afterin the closing for an initial term of four years, subject to automatic renewal for an additional one-yearpay period unless CuriosityStream or Mr. Stinchcomb provides 180 days’immediately prior written notice that the initial term shall not be extended. Pursuant to his termination date (“Base Pay”), and (ii) for Executive Officers who, but for termination of their employment, agreement, Mr. Stinchcomb receiveswould have been eligible to receive an initial base salary of $490,000, with annual increases of at least 5% each year. If CuriosityStream’s revenuebonus, the applicable target annual bonus for the year ending December 31, 2020 is $39,500,000 or more, then Mr. Stinchcomb’s base salary shall increase to $590,000; if CuriosityStream’s revenue for the year ending December 31, 2021 is $75,000,000 or more, then Mr. Stinchcomb’s base salary shall increase to $690,000; and if CuriosityStream’s revenue for the year ending December 31, 2022 is $140,000,000 or more, then Mr. Stinchcomb’s base salary shall increase to $790,000. For purposes of the agreement “revenue” means CuriosityStream’s total revenue, calculatedExecutive Officer’s termination date (the “Bonus”). These severance benefits would be payable in installments over twelve months in accordance with CuriosityStream’s customary accountingthe Company’s regular payroll practices, consistently applied.with installments beginning on the first payroll date following the release becoming effective; provided, however, that if the severance payment was subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the release and payment period extended over two years, the payments would begin in the second of the calendar years.
Under histhe Executive Severance Plan, if the Company, or any of its affiliates or subsidiaries, terminated an Executive Officer’s employment agreement, Mr. Stinchcomb is eligibleinvoluntarily without cause within the two-year period beginning on the date of a change in control (as defined in the Executive Severance Plan) and ending prior to the second anniversary of the date of a change in control, subject to the Executive Officer timely executing and not revoking a release of claims, the Executive Officer would receive a bonus based on a formula and performance criteria approved by, andseverance payment under the achievementExecutive Severance Plan equal to the sum of which is determined by, the Compensation Committee(i) twenty-four months of the Company’s board of directors; provided thatExecutive’s Base Pay and (ii) the target cash bonus is 100% of his base salary, subject to performance conditions described hereafter and his continued employment through December 31 of the applicable performance year. Mr. Stinchcomb’s 100% annual bonus target shall be divided equally between CuriosityStream’sBonus multiplied by two. These severance benefits