Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 28, 2021, Katrona Tyrrell entered into a Transition and Separation Agreement (the “Transition Agreement”) with FARO Technologies, Inc. (the “Company”). Pursuant to the Transition Agreement, Ms. Tyrrell resigned from her position as Chief People Officer, Senior Vice President, Human Resources and from any other positions or appointments she may hold with the Company or its affiliates, in each case, effective June 28, 2021.
The Transition Agreement provides, among other things, that (a) Ms. Tyrrell will serve as an at-will employee of the Company through July 2, 2021 (the “Transition Period”), which Transition Period automatically continues unless either party provides 10 days’ advanced written notice of its intention to end the Transition Period, in order to facilitate an effective transition, (b) the Company will continue to pay Ms. Tyrrell her current base salary of $298,981 per annum during the Transition Period, (c) consistent with the Company’s severance obligations to Ms. Tyrrell set forth in the Executive Severance Plan, the Company will continue to pay Ms. Tyrrell her existing base salary of $298,981, payable in biweekly installments over a period of 12 months following the expiration of the Transition Period, (d) any restricted stock units held by Ms. Tyrrell will become fully vested and will immediately convert to shares of the Company’s common stock as of the effective date of the release of claims in favor of the Company (the “Release") signed by Ms. Tyrrell in connection with the Transition Agreement, (e) any shares subject to outstanding unvested stock options held by Ms. Tyrrell will become fully vested and exercisable as of the effective date of the Release, (f) the Company shall cover the costs of COBRA from the end of the Transition Period through September 30, 2021, and thereafter, if Ms. Tyrrell continues to elect COBRA, the Company shall pay or reimburse Ms. Tyrrell for the premium for Ms. Tyrrell and her covered dependents through the earlier of September 30, 2022 and the date on which she and her covered dependents become eligible for healthcare coverage under another employer’s plan(s), (g) Ms. Tyrrell will comply with certain confidentiality, non-disparagement and other obligations and (h) assuming Ms. Tyrrell complies with certain of her obligations under the Transition Agreement to the reasonable satisfaction of the Company’s CEO, the Company will pay Ms. Tyrrell an additional lump sum payment of $40,000 less taxes and withholdings.
This summary of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.