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 June 29, 2023, Siddhartha Venkatesan and Embark Trucks Inc. (the “Company”), a wholly-owned subsidiary of Embark Technology, Inc. (the “Registrant”), reached an agreement regarding Mr. Venkatesan’s resignation from his position as the Company’s Chief Legal Officer effective June 30, 2023 (“Separation Date”). Mr. Venkatesan’s departure is not related to any disagreement with the Registrant or the Company or any matter relating to the Registrant’s or the Company’s operations, policies or practices.
In connection with his resignation, the Company has entered into a letter agreement with Mr. Venkatesan, dated as of June 30, 2023 with an effective date of July 2, 2023, which includes a general release of claims in favor of the Company (the “Separation Agreement”). Under the Separation Agreement, Mr. Venkatesan will receive (i) a cash amount equal to $462,500 payable in a lump sum, (ii) an additional cash amount of $73,000 (representing 50% of Mr. Venkatesan’s anticipated 2023 target bonus), payable in a lump sum, and (iii) reimbursement of insurance premiums to continue Mr. Venkatesan’s existing health benefits for six months following the Separation Date. Mr. Venkatesan will not vest in any additional restricted stock units following the Separation Date. The foregoing description of the Separation Agreement is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.1 hereto.
In connection with Mr. Venkatesan’s departure, the Registrant and Mr. Venkatesan have entered into a post-employment contractor agreement, with an effective date of July 5, 2023 (the “Contractor Agreement”). The Contractor Agreement provides that Mr. Venkatesan will provide transitional advice and other assistance and in return will receive a monthly fee of $10,000. The Contractor Agreement expires 4 months following the execution date of the Contractor Agreement unless terminated earlier in accordance with its terms, and provides for a $500 lump sum payment following termination, subject to Mr. Venkatesan’s general release of claims in favor of the Registrant and in a form and manner satisfactory to the Registrant. The foregoing description of the Contractor Agreement is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.2 hereto.
Item 9.01 Exhibits
| Exhibit Number |
Description |
| 10.1 | Separation Agreement, dated June 30, 2023, between Siddhartha Venkatesan and Embark Trucks Inc. |
| 10.2 | Contractor Agreement, effective as of July 5, 2023, between Siddhartha Venkatesan and Embark Technology, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| Embark Technology, Inc. |
| Date: July 6, 2023 | By: | /s/ Alex Rodrigues |
| Name: | Alex Rodrigues | |
| Title: | Chief Executive Officer |