Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Keller
Employment Agreement Amendment
On
September 29, 2020, AYRO, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Amended
and Restated Executive Employment Agreement, dated as of May 28, 2020, by and between Rodney C. Keller, Jr. and the Company (the
“Agreement”). Mr. Keller is the Company’s President, Chief Executive Officer and a member of the board of directors
of the Company (the “Board”). The Amendment (i) changes the form of certain equity awards from restricted stock units
to shares of restricted common stock of the Company, (ii) modifies certain vesting conditions that apply to the restricted stock
award as described in the Agreement and (iii) reduces the number of shares of restricted stock to be granted to Mr. Keller by
the number of stock options to be granted to him by the Company contemporaneously with the Amendment (the “Keller Award”).
The
foregoing description of the Amendment does not purport to be complete and is qualified entirely by reference to the full text
of the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Approval
of Annual Director Compensation
On
September 29, 2020, the Board ratified and affirmed compensation and employment matters previously approved by the Board’s
Compensation Committee. The Board approved the following annual cash retainer fees for the members of the Board: (A) to each non-executive
director, an annual cash retainer fee of $45,000; (B) to the chairman of the Board, an additional annual cash retainer fee of
$80,000; (C) to the chair of each Board committee, additional cash compensation as follows: (x) $12,500 to the Audit Committee
Chair, (y) $11,500 to the Compensation Committee Chair, and (z) $8,000 to the Nominating and Governance Committee Chair.
Approval
of Director Equity Awards and Executive Stock Option Awards
On
September 29, 2020 (the “Grant Date”), the Board ratified and affirmed executive stock option awards and director
equity awards pursuant to the AYRO, Inc. Long-Term Incentive Plan previously approved by the Compensation Committee.
Mr.
Keller was awarded the Keller Award, consisting of options to purchase 459,468 shares of our common stock, and 651,250 shares
of restricted stock pursuant to the Amendment. Curt Smith, the Company’s Chief Financial Officer, was awarded options to
purchase 169,906 shares of our common stock. Richard Perley, the Company’s Chief Marketing Officer, and Brian Groh, the
Company’s Chief of Business Development, were each awarded options to purchase 56,147 shares of our common stock. The options
have an exercise price of $3.17 per share, which was the closing price of the Company’s common stock on the Grant Date.
For each of these option grants, one-third of the shares underlying the options will vest on the first anniversary of the Grant
Date (the “Initial Vesting Date”), and the remaining optioned shares will vest in twenty-four substantially equal
monthly installments on each of the next twenty-four monthly anniversaries of the Initial Vesting Date, provided that the optionholder
has remained continuously employed by or has been providing services to the Company through the applicable vesting date.
The
following Company directors were awarded restricted stock on the Grant Date, as shown in the following table:
Director
|
|
Awarded
Shares
|
|
Vesting
Schedule
|
Josh
Silverman
|
|
5,668
|
|
See
(1) below
|
Josh
Silverman
|
|
116,879
|
|
See
(2) below
|
Mark
Adams
|
|
42,612
|
|
See
(2) below
|
George
Devlin
|
|
42,612
|
|
See
(2) below
|
Sebastian
Giordano
|
|
4,723
|
|
See
(1) below
|
Sebastian
Giordano
|
|
73,050
|
|
See
(2) below
|
Zvi
Joseph
|
|
2,362
|
|
See
(1) below
|
Zvi
Joseph
|
|
73,050
|
|
See
(2) below
|
Greg
Schiffman
|
|
2,362
|
|
See
(1) below
|
Greg
Schiffman
|
|
73,050
|
|
See
(2) below
|
|
1)
|
Fully
vested on the Grant Date.
|
|
2)
|
Fully
vested on December 31, 2020, provided that the director has continuously provided services to the Company through that date.
|