UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 May 10, 2024, the Board of Directors (the “Board”) of Oklo Inc. (the “Company”) approved entering new employment agreements (each, an “agreement”) with Jacob DeWitte (Chief Executive Officer), Caroline Cochran (Chief Operating Officer) and R. Craig Bealmear (Chief Financial Officer) (each, an “executive”) which superseded the employment letter agreements previously in place with each executive.
Employment Agreements
Each agreement provides for at-will employment which will continue for an indefinite term until the applicable executive’s employment is terminated.
Pursuant to the agreements, each executive is entitled to receive an annual base salary as set forth in the table below. In addition, each executive will be eligible to receive an annual discretionary cash bonus of up to fifty percent (50%) of the executive’s annual base salary, with the actual amount determined at the sole discretion of the Board, and an initial grant of restricted stock units (each, an “initial grant”) with a value as set forth in the table below. Each executive’s initial grant will vest in quarterly installments over the three year-period commencing on May 9, 2024, subject to the executive’s continued employment through each applicable vesting date. Each executive is further eligible to receive an additional grant of restricted stock units within 90 days following May 9, 2024, at the sole discretion of the Board, that will contain performance-vesting conditions.
The following table sets forth each named executive officer’s title, annual base salary, and initial grant’s target grant date value:
| Named Executive Officer | Title | Annual Base Salary ($) |
Initial Grant Target Grant Date Value ($) |
|||||||
| Jacob DeWitte | Chief Executive Officer | $ | 500,000 | $ | 3,000,000 | |||||
| Caroline Cochran | Chief Operating Officer | $ | 400,000 | $ | 2,100,000 | |||||
| R. Craig Bealmear | Chief Financial Officer | $ | 400,000 | $ | 2,100,000 | |||||
Pursuant to the terms of the agreements, each executive is eligible for paid time off pursuant to Company policy and to participate in the Company’s executive benefit plans.
The agreements further provide that, if the executive’s employment is terminated by the Company without “cause” or by the executive for “good reason” (each, as defined in the applicable agreement) (in either case, an “involuntary termination”), the executive will receive the following severance payments and benefits: (i) base salary continuation payments during the 12-month period following the termination date; (ii) a lump-sum payment equal to any accrued but unpaid annual bonus for the prior fiscal year; (iii) a lump-sum payment equal to the executive’s full annual bonus for the year during which the termination date occurs; (iv) 12 months of Company-paid continued healthcare coverage; and (v) accelerated vesting of any portion of each outstanding time-vesting equity award then-held by the executive that would have vested had the executive’s employment continued for 36 months following such termination.
Each executive instead will receive the following severance payments and benefits if the executive experiences an involuntary termination during the period commencing three months before a “change in control” (as defined in the applicable agreement) and ending twelve months following a change in control: (i) a lump-sum payment equal to the executive’s base salary (reduced by any base salary continuation already paid); (ii) a lump-sum payment equal to any accrued but unpaid annual bonus for the prior fiscal year; (iii) a lump-sum payment equal to the executive’s annual bonus for the year during which the termination date occurs, pro-rated based on the number of days that have elapsed during the current fiscal year; (iv) 12 months of Company-paid continued healthcare coverage; and (v) full accelerated vesting of each outstanding time-vesting equity award then-held by the executive (or, a cash payment in respect of any equity awards that were terminated without payment prior or upon the closing of the change in control).
The severance payments and benefits described above are subject to the executive’s timely execution of a release of claims in the Company’s favor and are in addition to any accrued amounts.
Further, each agreement includes a “best pay” provision under Section 280G of the Internal Revenue Code, pursuant to which any “parachute payments” that become payable to the executive will either be paid in full or reduced so that such payments are not subject to the excise tax under Section 4999 of the Internal Revenue Code, whichever results in the better after-tax treatment to the executive.
The foregoing summaries of the agreements are not complete and are qualified in their entirety by reference to the full text of the agreements with Mr. DeWitte, Ms. Cochran and Mr. Bealmear, copies of which are attached as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and each of which is incorporated in this Item 5.02 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Employment Agreement, effective May 9, 2024, by and between Oklo Inc. and Jacob DeWitte | |
| 10.2 | Employment Agreement, effective May 9, 2024, by and between Oklo Inc. and Caroline Cochran | |
| 10.3 | Employment Agreement, effective May 9, 2024, by and between Oklo Inc. and R. Craig Bealmear | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Oklo Inc. | ||
| Date: May 16, 2024 | By: | /s/ R. Craig Bealmear |
| Name: | R. Craig Bealmear | |
| Title: | Chief Financial Officer | |