| Item 5.02. |
Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure of Ajay Kapur
On June 7, 2024, Edgio, Inc. (the “Company”) announced that Ajay Kapur has stepped down as Chief Technology Officer of the Company, effective immediately. There were no disagreements between Mr. Kapur and the Company.
Separation Package for Mr. Kapur
The Company expects to enter into a separation and release agreement with Mr. Kapur memorializing the terms of the agreement. Mr. Kapur’s separation with the Company will constitute a termination by the Company without “cause” under his employment agreement. Pursuant to the terms of Mr. Kapur’s employment agreement, upon a termination by the Company without “cause”, in consideration for Mr. Kapur executing and not revoking a separation and release of claims agreement, Mr. Kapur would be entitled to receive the following severance payments and benefits: (i) continued salary payments equal to $213,467 payable over twelve (12) months following the date of his termination of employment (the “Severance Period”), (ii) vesting of 35,619 unvested RSUs and PRSUs; (iii) the retention of certain bonus payments equal to $106,250 for the calendar year 2024, and (iv) payment by the Company of the premiums required to be paid by Mr. Kapur to obtain continued healthcare coverage for him and his eligible dependents during the Severance Period. In addition, Mr. Kapur’s vested stock options, if any, would remain exercisable for six (6) months following the date of his termination of employment.
Since Mr. Kapur’s termination is without “cause”, such termination is considered a “Qualifying Termination” under Mr. Kapur’s Key Employee Offer Letter issued to him in connection with the Agreement and Plan of Merger by and among Limelight Networks, Inc., Moov Corporation, Mojo Merger Sub, Inc., Mojo Merger Sub, LLC and Fortis Advisors LLC dated July 28, 2021 (the “Merger Agreement”). Subject to Mr. Kapur executing and not revoking a separation and release of claims agreement, Mr. Kapur will receive the third and final retention payment under the Retention Holdback Amount under the Merger Agreement within 60 days of the date of the Qualifying Termination. Mr. Kapur will be paid the final Retention Holdback Amount on July 1, 2024 and he will receive $846,499.00 and the release of 5,739 shares of Edgio common stock.
As a condition to receiving the foregoing payment and benefits, Mr. Kapur would be required to continue to comply with the confidentiality, non-competition, non-solicitation and non-disparagement covenants to which he is subject.