IRIDEX Corporation

11/13/2024 | Press release | Distributed by Public on 11/13/2024 16:21

Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

David Bruce Resignation and Separation Agreement

On October 1, 2024, Dave Bruce was terminated as the Company's Chief Executive Officer (the "CEO") and principal executive officer, effective immediately, and on November 11, 2024, Mr. Bruce resigned from the Board. The Board thanks Mr. Bruce for his service to the Company.

Pursuant to the terms of Mr. Bruce's employment agreement, Mr. Bruce was eligible to receive certain severance benefits in connection with his termination, subject to his entry into a separation agreement with the Company. On November 11, 2024, Mr. Bruce and the Company entered into a separation and release agreement (the "Separation Agreement") providing for certain benefits in exchange for a release of claims by Mr. Bruce and compliance with certain ongoing covenants, including:

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a lump sum of $45,000, consisting of $20,000 to continue health insurance coverage pursuant to the Consolidated Omnibus Reconciliation Act ("COBRA"), which is approximately equivalent to 12 months of Mr. Bruce's estimated COBRA premiums, and $25,000 for other intangibles.
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100% of Mr. Bruce's remaining 19,913 unvested restricted stock unit awards (the "Accelerated RSUs") and 100% of the unvested options to purchase 40,431 of the Company's common stock (the "Accelerated Options"), each granted on October 27, 2022, to accelerate and fully vest as of the date of the Separation Agreement.

Mr. Bruce shall have twelve (12) months from October 4, 2024 (the "Separation Date") to exercise any vested and unexercised options to purchase the Company's common stock unless such options expire prior to the end of such twelve-month period. Except for the Accelerated Options and Accelerated RSUs, Mr. Bruce's unvested options to purchase common stock and unvested restricted stock units ceased vesting and were forfeited on the Separation Date.

Pursuant to the terms of the Separation Agreement, Mr. Bruce will remain bound by the confidentiality provisions and certain restrictive covenants included in his employment agreement.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Separation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Patrick Mercer Compensatory Arrangements and Change in Control Severance Agreement

On November 7, 2024, the Board adjusted the terms of Patrick Mercer's compensation in connection with his role as CEO. Mr. Mercer will retain an annualized 2024 base salary of $360,000 and will be eligible to receive an annual target bonus of 65% of his 2024 annual base salary upon the achievement of certain performance objectives determined by the Company's Compensation Committee and Board. In addition, Mr. Mercer entered into an amended and restated Change in Control Severance Agreement, in which Mr. Mercer would be entitled to a lump sum cash severance payment equal to 150% of his base salary then in effect, if terminated without cause (as defined therein) or in connection with a change in control (as defined in the Plan). The foregoing description of the Change in Control Severance Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Change in Control Severance Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.