Item 1.01 Entry into a Material Definitive Agreement.
On January 26, 2021,
Atomera Incorporated (the “Company”) entered into employment agreements with Scott Bibaud for the position of President
and Chief Executive Officer, Francis B. Laurencio for the position of Chief Financial Officer, Robert Mears for the position of
Chief Technology Officer and Erwin Trautmann for the position of Executive Vice President of Business Development. The Company
previously entered into employment agreements with Mr. Bibaud, Mr. Laurencio, Dr. Mears, and Mr. Trautmann, however those agreements
expired on October 16, 2019, February 23, 2020, January 13, 2020 and January 1, 2020, respectively.
Bibaud Employment
Agreement.
Pursuant to its employment
agreement with Mr. Bibaud, the Company will compensate Mr. Bibaud at the annual rate of $375,000. Mr. Bibaud is eligible to receive
an annual bonus of up to 60% of his base salary based on performance criteria set by the Company’s compensation committee.
Mr. Bibaud is eligible for participation in all other plans that the Company may establish from time to time. The employment agreement
entitles Mr. Bibaud to reasonable and customary health insurance and other benefits, at the Company’s expense. In the event
of Mr. Bibaud’s termination without cause or resignation for good reason, as such terms are defined in the employment agreement
(each, an “involuntary termination”), Mr. Bibaud will be entitled to: (i) a lump sum severance payment in the amount
of eighteen (18) months of his base salary, (ii) , reimbursement of his costs for health insurance for up to twelve (12) months
and (iii) have all outstanding and unvested equity awards will undergo 18 months of accelerated vesting. The employment agreement
further provides that in the event of a change of control of the Company, all of Mr. Bibaud’s outstanding and unvested equity
awards will become fully vested.
Laurencio Employment
Agreement
Pursuant to its employment
agreement with Mr. Laurencio, the Company will compensate Mr. Laurencio with an annual salary of $290,000. Mr. Laurencio is eligible
to receive an annual bonus of up to 40% of his salary. Mr. Laurencio is also eligible to participate in all other plans that we
may establish from time to time. The employment agreement entitles Mr. Laurencio to reasonable and customary health insurance and
other benefits, at the Company’s expense, and a lump sum severance payment in the amount of six (6) months of his base salary
and reimbursement for up to six (6) months of health insurance in the event of his involuntary termination. The employment agreement
further provides that in the event of a change of control of the Company, all of Mr. Laurencio’s outstanding and unvested
equity awards will become fully vested.
Mears Employment
Agreement
Pursuant to its employment
agreement with Dr. Mears, the Company will compensate Dr. Mears with an annual salary of $290,000. Dr. Mears is eligible to receive
an annual bonus of up to 40% of his salary. Dr. Mears is entitled to reasonable and customary health insurance and other benefits,
at the Company’s expense, and a lump sum severance payment in the amount of six (6) months of his base salary and reimbursement
for up to six (6) months of health insurance in the event of his involuntary termination. The employment agreement further provides
that in the event of a change of control of the Company, all of Dr. Mears’ outstanding and unvested equity awards will become
fully vested.
Trautmann Employment
Agreement
Pursuant to its employment
agreement with Mr. Trautmann, the Company will compensate Mr. Trautmann with an annual salary of $270,000. Mr. Trautmann is eligible
to receive an annual bonus of up to 35% of his salary. Mr. Trautmann is entitled to reasonable and customary health insurance and
other benefits, at the Company’s expense. The employment agreement further provides that in the event of a change of control
of the Company, all of Mr. Trautmann’s outstanding and unvested equity awards will become fully vested and, in the event
of his involuntary termination after a change of control, Mr. Trautmann is entitled to a lump sum severance payment in the amount
of six (6) months of his base salary and reimbursement for up to six (6) months of health insurance.
Mr. Bibaud, Mr. Laurencio,
Dr. Mears, and Mr. Trautmann are each subject to a confidentiality and assignment agreement containing customary provisions relating
to intellectual property assignment, confidentiality and indemnification,