UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 15, 2024, Sphere 3D Corp. (the “Company”) entered into a new employment agreement with Patricia Trompeter, the Chief Executive Officer and a Director of the Company (the “New Employment Agreement”).
The New Employment Agreement is effective as of January 15, 2024 and replaces the employment agreement between Ms. Trompeter and the Company dated April 8, 2022.
Under the New Employment Agreement, the Company will pay Ms. Trompeter an annual base salary of $450,000. At the discretion of the Company's Board of Directors (the "Board"), Ms. Trompeter will be eligible to receive an annual discretionary bonus up to 150% of her base salary and additional restricted stock units based upon the achievement of certain performance and financial thresholds to be determined by the Board.
Under the New Employment Agreement, Ms. Trompeter will also be issued 1,000,000 restricted stock units of the Company ("RSUs"), 25% of which vested on January 15, 2024, and the remaining RSUs vest in equal quarterly installments beginning March 30, 2024 and ending December 31, 2025. Ms. Trompeter has deferred the vesting of the first tranche of RSUs.
Upon the occurrence of a Change of Control (as defined in the New Employment Agreement), or if the Change of Control occurs within eight months after the termination of Ms. Trompeter’s employment or by Ms. Trompeter for Good Reason (as defined in the New Employment Agreement), Ms. Trompeter shall be entitled to certain benefits described in further detail in the New Employment Agreement.
The New Employment Agreement also contains customary provisions regarding confidentiality, noncompetition and cooperation.
The above description of the New Employment Agreement is qualified in its entirety by reference to the full text of the New Employment Agreement, a copy of which is filed as Exhibit 10.1, to this Report on Form 8-K and the contents of which are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Employment Agreement between the Company and Patricia Trompeter, dated January 15, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: January 19, 2024
| SPHERE 3D CORP. | ||
| By: | /s/ Kurt Kalbfleisch | |
| Kurt Kalbfleisch | ||
| Chief Financial Officer | ||