Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 5, 2021, Skillsoft Corp.
(“Skillsoft” or the “Company”) announced the appointment of Gary W. Ferrera as Chief Financial Officer (the
“Appointment”), effective September 20, 2021. Ryan Murray, who has served as the Chief Accounting Officer and interim
Chief Financial Officer of Skillsoft will continue in his role as Chief Accounting Officer.
Mr. Ferrera, 59, has served as Chief Financial
Officer of Cardtronics since 2017 and previously held CFO roles at a number of public and private companies. Prior to Cardtronics, Mr.
Ferrera served as Chief Financial Officer at DigitalGlobe, Inc.; Intrawest Resorts; Great Wolf Resorts; National CineMedia; and iesy/Unity
Media. Earlier in his career, he developed M&A and capital markets expertise as an investment banker at Citigroup and Bear Stearns
in both London and New York City. He also previously served as an international tax consultant with Arthur Andersen. He holds a Bachelor
of Science degree in Accounting, magna cum laude, from Bentley University and an MBA from the Kellogg School of Management at Northwestern
University.
An offer letter, dated August
3, 2021 (the “Agreement”), sets forth the terms of Mr. Ferrera’s employment: (i) an annual base salary of $600,000;
(ii) a target bonus of 100% of his base salary, subject to a maximum payout of no less than 200% of his base salary (with a 2021 bonus
of at least 100% of his base salary, as prorated from the Start Date); (iii) a number of time-based restricted stock units (“RSUs”)
having a grant date fair value on the Start Date equal to $1,333,333, which RSUs will vest ratably on each of the first four anniversaries
of the Start Date, subject generally to continued employment through each vesting date; (iv) a number of performance-based RSUs having
a grant date fair value on the Start Date equal to $1,333,333, which performance-based RSUs will be subject to both time- and performance-based
vesting conditions that will lapse (a) as to the time-vesting component, ratably in annual installments over the four-year period following
the Start Date, subject generally to continued employment through each vesting date; and (b) as to the performance-vesting component,
subject to the Company’s stock trading at or above $12.50 per share as reported on the New York Stock Exchange for at least 20 out
of 30 consecutive trading days prior to the fourth anniversary of the date of grant (the “Share Price Threshold”); (v) a number
of options having a grant date fair value on the Start Date (calculated based on the Black-Scholes value) equal to $1,333,333, which options
will vest (a) 25% on the first anniversary of the Start Date and (b) the remaining 75% ratably over the following 12 quarters, in each
case subject generally to continued employment through each vesting date; and (vi) a sign-on bonus of $100,000 ($75,000 of which is subject
to repayment if, prior the first anniversary of the Start Date, his employment is terminated by the Company for Cause or by him without
Good Reason (as such terms are defined in the Agreement).
In the event Mr. Ferrera’s employment is
terminated by the Company without Cause or by him for Good Reason and such termination is not within 24 months following a Change in Control
(as defined in the Skillsoft Corp. 2020 Omnibus Incentive Plan), Mr. Ferrera will be entitled to: (i) continued payment of his annual
base salary for the two-year period immediately following such termination, (ii) an amount equal to his annual target bonus, paid in equal
installments in accordance with the Company’s usual payroll practices over the one-year period immediately following such termination,
(iii) a pro-rata portion of his annual bonus for the fiscal year in which such termination occurs, based on actual performance through
the termination date, (iv) payment of the full premium for COBRA coverage for the 18-month period immediately following such termination,
(v) accelerated vesting of a prorated portion of the tranche of each outstanding time-based equity award that would have vested on the
next scheduled vesting date following the termination date, and (vi) if the Share Price Threshold for the performance-based RSUs was
achieved prior to the termination date, accelerated vesting of a prorated portion of the tranche of such performance-based RSUs for which
the service condition would have been met on the next scheduled vesting date following the termination date. In the event his employment
is terminated by the Company without Cause or by him for Good Reason within the 24-month period following a Change in Control, Mr. Ferrera
will receive all of the above, except that (x) he will receive an amount equal to two times (rather than one times) his annual target
bonus (which will be paid over two years, rather than one year) and (y) his unvested equity awards will fully (rather than partially)
accelerate.
The severance payments and benefits set forth
above are contingent upon his execution and non-revocation of a release of claims in customary form and content and such release becoming
effective not later than 60 days after the termination date.
As a condition of his employment, Mr. Ferrera
also entered into a Restrictive Covenants Agreement, which includes non-competition and employee non-solicitation clauses applicable during
employment and for 18 months thereafter and a customer non-solicitation clause applicable during employment and for 12 months thereafter.
A copy of the press release relating to this Item
5.02 is furnished as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the press release is also available on the Company’s
website at www.skillsoft.com.
The foregoing description of the Agreement is
qualified in its entirety by reference to the full text of the Agreement which is attached as Exhibit 10.1 and incorporated herein by
reference.
Mr. Ferrera and the Company will also enter into
the Company’s standard form of indemnification agreement, pursuant to which, among other things, the Company agrees to indemnify
its directors and officers and advance certain expenses to the fullest extent permitted by applicable law.
There are no familial relationships between Mr.
Ferrera and any other executive officer or director of the Company. There have been no transactions, and no transactions are current.