Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 22, 2022, KLDiscovery Inc (the "Company") entered into an amendment
(the "Wilson Amendment") to the Executive Severance Agreement, dated as of June
17, 2020, by and between the Company and Dawn Wilson, the Chief Financial
Officer of the Company (the "Wilson Agreement"), an amendment (the "Jones
Amendment") to the Executive Severance Agreement, dated as of June 17, 2020, by
and between the Company and Krystina Jones, the Executive Vice President,
Marketing and Sales of the Company (the "Jones Agreement") and an amendment (the
"Weiler Amendment") to the Executive Severance Agreement, dated as of September
30, 2020, by and between the Company and Christopher Weiler, the Chief Executive
Officer of the Company (the "Weiler Agreement").
Amendment to Severance Agreement with Dawn Wilson
Under the Wilson Agreement, prior to the Wilson Amendment, in the event that Ms.
Wilson's employment is terminated by the Company without cause or by Ms. Wilson
for good reason, subject to her execution and non-revocation of a general
release of claims and compliance with certain restrictive covenants including
confidentiality, non-solicitation and non-competition, Ms. Wilson was entitled
to receive (i) an amount in cash equal to the sum of (a) 50% of her base salary
and (b) a pro-rated bonus for the year in which her termination occurs, and (ii)
direct payment of or reimbursement for continued medical, dental or vision
coverage pursuant to COBRA for up to six months. Under the Wilson Amendment, the
amount described in clause (i)(a) of the preceding sentence was increased to
100% of Ms. Wilson's base salary. The Wilson Amendment also revised the Wilson
Agreement to clarify that if Ms. Wilson's employment is terminated during the
period beginning three (3) months prior to a Change in Control (as defined in
the KLDiscovery Inc. 2019 Incentive Award Plan), any unvested time-based equity
awards granted to her under the Company's equity compensation plans will not be
forfeited solely as a result of such termination of her employment, but will
vest as a result of consummation of the Change in Control, and she may exercise
any vested options until the earlier of (a) ninety (90) days after the vesting
date or (b) the latest date on which such options could have expired by their
original terms or the 10th anniversary of the grant date of such options.
Amendment to Severance Arrangement with Krystina Jones
Under the Jones Agreement, prior to the Jones Amendment, in the event that Ms.
Jones' employment is terminated by the Company without cause, or by Ms. Jones
for good reason, subject to her execution and non-revocation of a general
release of claims and compliance with certain restrictive covenants including
confidentiality, non-solicitation and non-competition, Ms. Jones was entitled to
receive (i) an amount in cash equal to the sum of (a) 50% of her base salary and
(b) six months of her average monthly sales commission over the three year
period prior to the date of termination, including any incentive bonus payments,
and (ii) direct payment of or reimbursement for continued medical, dental or
vision coverage pursuant to COBRA for up to six months. Under the Jones
Amendment, the amount described in clause (i)(a) of the preceding sentence was
increased to 100% of Ms. Jones's base salary. The Jones Amendment also revised
the Jones Agreement to clarify that if Ms. Jones's employment is terminated
during the period three (3) months prior to a Change in Control (as defined in
the KLDiscovery Inc. 2019 Incentive Award Plan), any unvested time-based equity
awards granted to her under the Company's equity compensation plans will not be
forfeited solely as a result of such termination of her employment, but will
vest as a result of consummation of the Change in Control, and she may exercise
any vested options until the earlier of (a) ninety (90) days after the vesting
date or (b) the latest date on which such options could have expired by their
original terms or the 10th anniversary of the grant date of such options.
Amendment to Severance Agreement with Christopher Weiler
The Weiler Amendment revised the Weiler Agreement to clarify that if Mr.
Weiler's employment is terminated during the period beginning three (3) months
prior to a Change in Control (as defined in the KLDiscovery Inc. 2019 Incentive
Award Plan), any unvested time-based equity awards granted to him under the
Company's equity compensation plans will not be forfeited solely as a result of
such termination of his employment, but will vest as a result of consummation of
the Change in Control, and he may exercise any vested options until the earlier
of (a) ninety (90) days after the vesting date or (b) the latest date on which
such options could have expired by their original terms or the 10th anniversary
of the grant date of such options.
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