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. |
Effective as of June 15, 2021, as previously announced, Todd R. Pedersen, former Chief Executive Officer of Vivint Smart Home, Inc. (the “Company”), stepped down from his position as the Company’s Chief Executive Officer. In connection with Mr. Pedersen’s stepping down as Chief Executive Officer of the Company in 2021 and to induce him to execute a release of claims in favor of the Company, on April 14, 2022, the Company and Mr. Pedersen entered into a Separation Agreement (the “Separation Agreement”) and Mr. Pedersen entered into a Release and Waiver of Claims in favor of the Company (the “Release”) in connection therewith. Pursuant to the Separation Agreement, Mr. Pedersen is entitled to:
| • | subject to execution and non-revocation of the Release and, in respect of items (ii)-(iv) listed below, continued compliance with the restrictive covenants Mr. Pedersen is subject to pursuant to the terms of his employment agreement and outstanding equity awards (collectively, the “Restrictive Covenants”), the following payments and benefits to which Mr. Pedersen was eligible for pursuant to the Employment Agreement, dated as of March 2, 2020, by and between Mr. Pedersen and the Company (the “Employment Agreement”), in connection with a termination without “Cause”: |
| • | (i) a lump sum cash severance payment equal to $341,930.81, in respect of a pro rata portion of Mr. Pedersen’s annual target bonus in respect of 2021, payable within 10 days following the effectiveness of the Release; |
| • | (ii) a lump sum cash payment equal to $2,103,671.62, which is equal to 200% of Mr. Pedersen’s base salary, payable within 55 days following the effectiveness of the Release; |
| • | (iii) a lump sum cash payment equal to $2,581,895.36, which is equal to 200% of Mr. Pedersen’s annual bonus for 2020, payable within 55 days following the effectiveness of the Release; and |
| • | (iv) a lump sum cash payment equal to $35,269.00, which is equal to the monthly COBRA costs for providing health and welfare benefits for Mr. Pedersen and his dependents for 24 months, to the extent not already paid, payable within 55 days following the effectiveness of the Release. |
In addition, subject to (i) Mr. Pedersen’s continued compliance with the Restrictive Covenants and (ii) execution and non-revocation of the Release: (A) the Company will pay $67,795.00, on behalf of Mr. Pedersen, to buy out Mr. Pedersen’s leased Company automobile and Mr. Pedersen shall be permitted to retain such automobile; and (B) each of Mr. Pedersen’s outstanding grants of restricted stock units under the Company’s 2020 Omnibus Incentive Plan (the “Outstanding Awards”) will continue to vest during the period of time that Mr. Pedersen continues to serve as a director on the Company’s board of directors (the “Board”) according to their terms; provided, however that if Mr. Pedersen breaches the Restrictive Covenants, Mr. Pedersen will forfeit all rights with respect to the Outstanding Awards.
The foregoing summary description of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Separation Agreement, dated April 14, 2022, by and among Vivint Smart Home, Inc. and Todd R. Pedersen | |
| 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.
| VIVINT SMART HOME, INC. | ||
| By: | /s/ Dale R. Gerard | |
| Name: | Dale R. Gerard | |
| Title: | Chief Financial Officer | |
Date: April 15, 2022