Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Financial Officer
Upon the completion of the IPO,
Carrie Gunnerson resigned as Forza X1’s Chief Financial Officer and Nicole Camacho was appointed as Forza X1’s
new Chief Financial Officer. Ms. Gunnerson will remain as the full-time Chief Financial Officer of the Company and make herself
available to Forza X1’s management, including Ms. Camacho in her role as Chief Financial Officer, as needed.
2022 Stock Incentive Plan
In connection with the IPO, Forza X1 adopted
the 2022 Plan, which became effective immediately after the Registration Statement was declared effective by the Commission on
August 11, 2022. A description of the material terms of the 2022 Plan has previously been reported by Forza X1 in the Registration
Statement. A copy of the 2022 Plan, including the form of Incentive Plan Option Agreement, form of Non-Qualified Stock Option Agreement,
and form of Restricted Stock Unit Agreement, is included as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated
herein in reference.
Visconti Employment Agreement
Upon the completion of the IPO, Forza X1 entered
into a five-year employment agreement with Mr. Visconti (the “Visconti Employment Agreement”). Under the Visconti Employment
Agreement, Mr. Visconti will serve as Forza X1’s Executive Chairman and Chief of Product Development. He will receive an
annual base salary of $75,000 and is eligible to receive an annual performance cash bonus with a target amount equal to 100% of
his annual base salary, based upon achievement of performance goals established by the Compensation Committee of the Board. In
addition, as discussed below, immediately after the Registration Statement was declared effective by the Commission, Mr. Visconti
was granted a stock option to purchase 400,000 shares of common stock under the 2022 Plan, which vests monthly over a three-year
period subject to continued employment through each vesting date.
The Visconti Employment Agreement provides
that Mr. Visconti is eligible to participate in all benefit and fringe benefit plans generally made available to Forza X1’
s other executive officers.
The Visconti Employment Agreement provides
that it will continue until terminated (i) by mutual agreement; (ii) due to death or disability of Mr. Visconti; (iii) by Mr. Visconti
without good reason upon 90 days written notice to Forza X1; (iv) by Forza X1 for cause (as defined in the Visconti Employment
Agreement); (v) by Forza X1 without cause; or (vi) by Mr. Visconti for good reason (as defined in the Visconti Employment Agreement).
Pursuant to the Visconti Employment Agreement,
Mr. Visconti is subject to a one-year post-termination non-compete and non-solicit of employees and clients. He is also bound by
confidentiality provisions.
In the event of a termination by Forza X1 without
cause or a termination by Mr. Visconti for good reason other than in connection with a change in control, Mr. Visconti will receive:
an aggregate of twelve months of salary continuation at his then-current base annual salary, paid out in equal installments over
a six month period; payment of any amount of annual bonus accrued for the year prior to the date of termination; payment of the
bonus Mr. Visconti would have received based on the attainment of performance goals had he remained employed through the end of
the year of termination, pro-rated based on the number of days in the termination year that Mr. Visconti was employed by Forza
X1 (paid when Forza X1’s other senior executives receive payment of their annual bonuses); reimbursement of COBRA premiums
for up to twelve months; and full vesting for any outstanding, unvested equity awards granted under the 2022 Plan. Mr. Visconti’s
outstanding vested stock options in Forza X1 will generally remain exercisable no longer than six months following such a termination.
In the event of a termination by Forza X1 without
cause or a resignation by Mr. Visconti for good reason within twelve months following a change in control, Mr. Visconti will receive
an aggregate of 18 months of salary continuation at his then-current base annual salary, paid out in equal installments over a
twelve month period; payment of any amount of annual bonus accrued for the year prior to the year of termination; payment of a
pro-rated target annual bonus for the year of termination based on the number of days in the termination year that Mr. Visconti
was employed by Forza X1; payment of one time his then-current target annual bonus; reimbursement of COBRA premiums for up to 18
months; and full vesting for any outstanding, unvested equity awards granted under the 2022 Plan. Mr. Visconti’s outstanding
vested stock options will generally remain exercisable no longer than six months following such a termination.
The receipt of any termination benefits described
above is subject to Mr. Visconti’s execution of a release of claims in favor of Forza X1, a form of which is attached as
an exhibit to the Visconti Employment Agreement.
In the event of Mr. Visconti’s termination
due to death or disability, Mr. Visconti will receive full vesting for any outstanding, unvested equity awards granted under the
2022 Plan. Mr. Visconti’s outstanding vested stock options will generally remain exercisable no longer than six months following
such a termination.
The foregoing
description of the Visconti Employment Agreement does not purport to be complete and
is qualified in its entirety by reference to a copy of the Visconti Employment Agreement, which is included as Exhibit 10.4
to this Current Report on Form 8-K and is incorporated herein in reference.
Grant of Stock Options
After the closing of the IPO, Forza X1 granted
under the 2022 Plan stock options to purchase 400,000 shares of Forza X1’s common stock to each of Joseph Visconti, Forza
X1’s Executive Chairman and Chief of Product Development, and Jim Leffew, Forza X1’s President and Chief Executive
Officer. Forza X1 also issued under the 2022 Plan to each of Forza X1’s three non-employee directors, Marcia Kull, Neil Ross
and Kevin Schuyler, stock options to purchase 5,500 shares of Forza X1’s common stock. The stock options awarded to Messrs.
Visconti and Leffew vest pro rata on a monthly basis over 36 months, subject to the officer’s continuous service to Forza
X1 on each applicable vesting date. The stock options awarded to Ms. Kull and Messrs. Ross and Schuyler vest pro rata on a monthly
basis over 12 months, subject to the director’s continuous service to Forza X1 on each applicable vesting date. The options
are exercisable for a period of ten years from the date of grant and have an exercise price of $5.00 per share.