| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
Adoption of Employee Incentive Compensation Plan
On April 12, 2023, the board of directors (the “Board”) of Meta Materials Inc. (the “Company”) adopted the Employee Incentive Compensation Plan (the “Incentive Compensation Plan”). The Incentive Compensation Plan allows the Company to grant incentive awards, payable in cash or its equivalent, to employees selected by the administrator of the Incentive Compensation Plan, including the Company’s named executive officers, based upon performance goals established by the administrator.
Under the Incentive Compensation Plan, the administrator determines the performance goals applicable to any award, which goals may include, without limitation, goals related to research and development milestones, gross margin, financial milestones, new product or business development, operating margin, product release timelines or other product release milestones, publications, cash flow, procurement, savings, internal structure, leadership development, project function or portfolio-specific milestones, license or research collaboration agreements, capital raising, patentability and individual objectives such as peer reviews or other subjective or objective criteria. The performance goals may differ from participant to participant and from award to award.
The Human Resources and Compensation Committee of the Board administers the Incentive Compensation Plan unless and until the Board determines otherwise. The Board may administer the Incentive Compensation Plan concurrently with the designated committee or revoke the delegation of some or all authority previously delegated. The administrator of the Incentive Compensation Plan may, at any time prior to payment of the actual award, increase, reduce or eliminate a participant’s actual award, and/or increase, reduce or eliminate the amount allocated to the bonus pool for a particular performance period. The actual award may be below, at or above a participant’s target award, determined by the administrator. The administrator may determine the amount of any increase, reduction or elimination on the basis of such factors as it deems relevant, and it is not required to establish any allocation or weighting with respect to the factors it considers.
Actual awards generally will be paid in cash or its equivalent in a single lump sum only after they are earned. To earn an actual award, a participant must be employed by the Company through the date the actual award is paid unless otherwise determined by the administrator. Payment of each actual award will be made as soon as practicable after they are earned, but no later than the dates set forth in the Incentive Compensation Plan.
The administrator has the authority to amend, suspend or terminate the Incentive Compensation Plan, provided such action does not impair the existing rights of any participant with respect to any earned awards.
The above description of the material terms of the Incentive Compensation Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Incentive Compensation Plan attached hereto as Exhibit 10.1 and incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
