Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 1, 2024, Irina Ridley notified NeuroPace, Inc. (the “Company”) that she was resigning from her role as the Company’s Chief Legal Officer and Corporate Secretary and that her last day of employment will be March 6, 2024 (the “Separation Date”). The Company entered into a separation and transition agreement (the “Transition Agreement”), dated February 7, 2024, with Ms. Ridley, pursuant to which Ms. Ridley will provide transition services through the Separation Date to assist with a smooth transition of her duties. Through the Separation Date, Ms. Ridley will (i) continue to receive base salary at her current annual rate, (ii) participate in the Company’s health and benefit plans, (iii) vest with respect to outstanding equity awards held by her, and (iv) be eligible to receive a 2023 annual bonus, which will be paid consistent with the Company’s bonus payout timeline. In addition, pursuant to the Transition Agreement, Ms. Ridley will provide consulting services to the Company beginning on the Separation Date through December 31, 2024 (the “Consulting Period”). During the Consulting Period, Ms. Ridley’s initial stock option award granted on January 20, 2021 will continue to vest and all other outstanding equity awards held by Ms. Ridley will cease vesting as of the Separation Date. All vested option awards held by Ms. Ridley as of the Separation Date will remain outstanding and exercisable in accordance with the terms and conditions of the applicable award agreements.
The Transition Agreement also sets forth the severance benefits following a termination of employment with the Company pursuant to the Company’s Officer Severance Benefit Plan, which includes cash severance benefits equal to the sum of 12 months of Ms. Ridley’s base salary, payable in the form of salary continuation over a twelve-month period, as well as reimbursement of up to 12 months of COBRA premiums. Ms. Ridley will also receive an additional one-time cash payment in the amount of $32,226. The severance payments and the one-time cash payment will be contingent on Ms. Ridley providing a general release of claims.
The foregoing description of the Transition Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Transition Agreement, which the Company expects to file as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2024, and upon filing will be incorporated herein by reference.
