| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Khurram P. Sheikh Employment Agreement
On March 29, 2023, the board of directors (the “Board”)
of CXApp Inc. (the “Company”) entered into an employment agreement with Khurram P. Sheikh to continue as the Chief Executive
Officer of the Company.
Mr. Sheikh, age 51, currently serves as the Chairman of the Company.
Prior to joining the Company, Mr. Sheikh, served as the Founder, Chairman and Chief Executive Officer of KINS Technology Group Inc. since
its inception and Chief Financial Officer since August 2020. Mr. Sheikh has been at the forefront of innovation in the technology, mobile,
semiconductor, telecom and media industries for the past 25 years with CEO and CTO roles at leading technology companies. Since March
2020, Mr. Sheikh has been the Founder, Executive Chairman & CEO of Aijaad, a boutique strategic advisory firm where he advises both
large private equity firms as well as boards of public companies on the future of 5G, IoT, Edge Computing and AI technologies and is actively
involved in M&A, technology strategy and market development. From 2016 to early 2020, Mr. Sheikh was the CEO of kwikbit, a private
company building a “network as a service” solution using gigabit radios, edge compute, virtualization, and artificial intelligence.
Prior to kwikbit, in 2014, Mr. Sheikh was appointed as the Chief Strategy and Technology Officer for Silicon Image (SIMG) and the President/CEO
of its millimeter wave/5G subsidiary SiBEAM. SIMG was acquired by Lattice Semiconductor (Nasdaq:LSCC) in 2015 for $600 million after which
Mr. Sheikh was appointed the Chief Strategy and Technology Officer of the combined company responsible for corporate strategy, roadmap,
M&A and technology development and was there until 2016. From 2007 onwards, he was the CTO for Powerwave Technologies, a large wireless
infrastructure vendor. Powerwave filed for Chapter 11 bankruptcy protection in January 2013, and in April 2013 Mr. Sheikh was appointed
as the CEO of Powerwave to help with the sale of the company. Later that year, Mr. Sheikh successfully facilitated the sale of approximately
1,400 patents owned by Powerwave to private equity firm Gores Group. From 2005 to 2007, Mr. Sheikh was Vice President, Wireless Strategy
and Development at Time Warner Cable leading the cable company’s entry into the wireless space. From 1996 to 2005, Mr. Sheikh held
senior technology roles at Sprint including CTO Mobile Broadband responsible for deploying the world’s first 4G system and acquisition
of multi-billion dollar spectrum assets at 2.5GHz. Mr. Sheikh holds a Bachelor of Science degree in Electrical Engineering with highest
honors from the University of Engineering & Technology in Pakistan, as well as a Master of Science degree in Electrical Engineering
from Stanford University. Mr. Sheikh is well qualified to serve as the Chief Executive Officer because of his extensive professional experience.
Under the employment agreement, Mr. Sheikh has an annual salary of
$325,000 and will be entitled to an annual bonus target of $325,000, less payroll deductions and all required withholdings. Mr. Sheikh
will also be granted stock options to purchase 844,200 shares of Class A common stock of the Company pursuant to the Company’s equity
incentive plan (the “Incentive Plan”), subject to approval by the board of directors or compensation committee, as applicable
(the “Stock Options”). The Stock Options will be governed by an Award Agreement (as defined in the Incentive Plan). The Stock
Options will have an exercise price equal to the market price of Company’s Class A common stock as of the close of trading on the
date of grant and a 2-year term, vesting over 24 months from the grant date at 1/2 per year, provided that Mr. Sheikh is employed
by the Company when vesting is to occur. In the event of a Change in Control (as defined in the employment agreement), the vesting of
the Stock Options will automatically be accelerated so that 100% of the unvested shares covered by such Stock Options shall be fully vested
upon the consummation of the Change in Control. The employment agreement is subject to customary termination terms. A copy of Mr. Sheikh’s
employment agreement is furnished as Exhibit 10.1, and is incorporated herein by reference.
Mr. Sheikh has also entered into the Company’s standard form
indemnification agreement.
There is no arrangement or understanding between Mr. Sheikh and any
other person pursuant to which Mr. Sheikh was selected as Chief Executive Officer of the Company, and there are no family relationships
between Mr. Sheikh and any of the Company’s directors or executive officers. There are no transactions in which Mr. Sheikh has a
direct or indirect interest requiring disclosure under Item 404(a) of Regulation S-K.
Leon Papkoff Employment
On March 29, 2023, the Board of the Company appointed Leon Papkoff
as the Chief Product Officer, effective immediately.
Prior to joining the company, Mr. Papkoff, age 50, has served as Inpixon’s
Executive Vice President of Experience Apps since April 2021. Mr. Papkoff was responsible for establishing the product vision, strategy
and overall execution of Inpixon’s product team for the enterprise apps business. Mr. Papkoff is the Founder of Design Reactor and
from March 1998 until Inpixon’s acquisition of Design Reactor in April 2021, Mr. Papkoff was the Chief Financial Officer of Design
Reactor. From June 2015 until April 2021, Mr. Papkoff was also the Chief Strategist of Design Reactor responsible for setting corporate
strategy for the company. Mr. Papkoff has over 20 years of executive leadership, entrepreneurship, fiscal management and innovation experience,
setting product vision and corporate strategy, driving innovation and scaling operations. Mr. Papkoff received a Bachelor of Science degree
from Charles H. Lundquist College of Business at the University of Oregon in 1996. He has also taught Web Programing and Design at the
San Jose State University.
Under the employment agreement, Mr. Papkoff has an annual salary of
$300,000 and will be entitled to an annual bonus target of $150,000, less payroll deductions and all required withholdings. Mr. Papkoff
will also be granted Restricted Stock Units (RSU’s) representing 295,000 shares of Class A common stock of the Company pursuant
to the Incentive Plan, subject to approval by the board of directors or compensation committee, as applicable (the “RSU’s”).
The RSU’s will be governed by an Award Agreement (as defined in the Incentive Plan), including with regard to vesting. In the event
of a Change in Control (as defined in the employment agreement), the vesting of the RSU’s shall automatically be accelerated so
that 100% of the unvested shares covered by such RSU’s shall be fully vested upon the consummation of the Change in Control. The
employment agreement is subject to customary termination terms. A copy of Mr. Papkoff’s employment agreement is furnished as Exhibit
10.2, and is incorporated herein by reference.
Mr. Papkoff has also entered into the Company’s standard form
indemnification agreement.
There is no arrangement or understanding between Mr. Papkoff and any
other person pursuant to which Mr. Papkoff was selected as Chief Product Officer of the Company, and there are no family relationships
between Mr. Papkoff and any of the Company’s directors or executive officers. There are no transactions in which Mr. Papkoff has
a direct or indirect interest requiring disclosure under Item 404(a) of Regulation S-K.