| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 12, 2022, Bakkt Holdings, Inc. (the “Company”) entered into an Employment Agreement with Karen Alexander, the Company’s Chief Financial Officer and Principal Financial Officer (the “Employment Agreement”), which replaces and supersedes any prior agreements between Ms. Alexander and the Company.
The Employment Agreement sets forth Ms. Alexander’s title, annual base salary of $400,000 per year, annual target bonus of 100% of base salary, the terms of an initial equity grant, the terms of which are described in the Company’s current report on Form 8-K/A filed with the U.S. Securities and Exchange Commission on October 13, 2022 and are incorporated by reference herein, and eligibility to be granted future discretionary equity awards, employee benefit plan eligibility and vacation accrual. The Employment Agreement provides a one (1) year term with automatic one (1) year extensions unless either party provides notice of non-renewal. If Ms. Alexander’s employment is terminated by the Company other than for Cause or Disability or due to the Company’s non-renewal of the Employment Agreement, or Ms. Alexander resigns for Good Reason and such termination is unrelated to a Change in Control (as such terms are defined in the Employment Agreement) Ms. Alexander is entitled to (i) a lump sum payment equal to two times base salary; (ii) a lump sum payment equal to one (1) times the greater of (a) the average of the last three annual bonus payments or (b) the last annual bonus payment; (iii) with respect to awards granted under the Company’s 2021 Omnibus Employee Incentive Plan (the “2021 Plan”) or any succesor plan, full vesting acceleration of time-vested Company options and equity-based grants and vesting of performance-based equity grants based on actual performance achieved and a one-year post-termination exercise period for Company options; and (iv) a lump sum cash payment equal to one year of COBRA coverage premiums.
If Ms. Alexander’s employment is terminated by the Company other than for Cause or Disability or due to the Company’s non-renewal of the Employment Agreement, or Ms. Alexander resigns for Good Reason, in each case within two (2) years following a Change in Control, Ms. Alexander is entitled to (i) a lump sum payment equal to two times base salary; (ii) a lump sum payment equal to one (1) times the greatest of (a) the average of the last three annual bonus payments, (b) the last annual bonus payment, or (c) the last bonus prior to the Change in Control; (iii) with respect to awards granted under the 2021 Plan or any succesor plan, full vesting acceleration of outstanding Company options and equity-based grants with vesting of performance-based equity grants based on greater of target level or actual performance through the Change in Control and of a one-year post-termination exercise period for Company options, and (iv) a lump sum cash payment equal to one year of COBRA coverage premiums. Payment of the severance is conditioned on execution of a release of claims agreement by Ms. Alexander. The Employment Agreement includes a confidential information agreement and one (1) year post-termination non-solicit and non-competition covenants.
The foregoing description is qualified in its entirety by reference to the Employment Agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
