| Item 5.02 |
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 16, 2022, the Compensation Committee
and the Board of Directors of BTRS Holdings Inc. (the “Company”) approved new employment agreements with the following named
executive officers of the Company: Flint Lane, Chief Executive Officer; Mark Shifke, Chief Financial Officer; Steven Pinado, President;
Joseph Eng, Chief Information Officer and Jeanne O’Connor, Chief Talent Officer (collectively, the “Executives”). The
employment agreements amended, restated, and superseded any prior employment agreements and amendments thereof and any severance arrangements
between the Company and the Executives. Each employment agreement is effective as of the date signed by the Executive, and will continue
until the Executive terminates employment.
Under the employment agreements, the Executives
are entitled to base salary and an annual cash bonus with a target amount equal to a percentage of Executive’s then-current base
salary, eligibility to receive equity incentive awards pursuant to the terms of the Company’s 2020 Equity Incentive Plan, eligibility
to participate in employee health and welfare benefit plans and programs, reimbursement for reasonable business expenses, and paid vacation
and paid holidays. The initial base salary amount and annual cash bonus targets are set forth below and are subject to periodic review
and adjustment by the Compensation Committee of the Company’s Board of Directors.
| Flint Lane |
$400,000 |
100% |
| Mark Shifke |
$350,000 |
55% |
| Steven Pinado |
$375,000 |
60% |
| Joseph Eng |
$320,000 |
50% |
| Jeanne O’Connor |
$275,000 |
50% |
As a condition of continued employment, the Executives
agreed to execute and abide by an Employee Proprietary Information, Inventions, Non-Competition and Non-Solicitation Agreement attached
as an exhibit to the employment agreements.
The employment agreements provide that the Executive’s
employment relationship with the Company is at-will, meaning either the Company or Executive may terminate Executive’s employment
at any time, with or without cause or advance notice.
In the event of a termination of an Executive’s
employment due to death or disability, each Executive (or his or her estate) is entitled to receive, in addition to accrued benefits,
the following benefits: any earned but unpaid prior year bonus, a pro-rata portion of his or her then-current year target bonus, a lump
sum payment equal to one times the Executive’s then-current annual base salary, a lump sum payment equal to the amount that, on
an after-tax basis, equals the total cost of COBRA coverage for the Executive for one year minus the premium that the Executive would
have paid as an active employee over a one-year period (the “COBRA Payment”), and accelerated vesting of outstanding equity
awards that would have vested during the 12-month period following the termination date.
If the Executive’s employment is terminated
by the Company without “cause” or if the Executive resigns for “good reason” (each as defined in the applicable
employment agreement), in each case more than three months prior to the entry into a definitive agreement resulting in a change in control
of the Company, or more than 24 months following a change in control of the Company, the Executive is entitled to receive the following
severance benefits in addition to accrued benefits: any earned but unpaid prior year bonus, a pro-rata portion of his or her then-current
target bonus, a severance amount equal to one times the Executive’s then-current annual base salary plus target bonus (payable over
the 12-month period following the termination date), accelerated vesting of outstanding equity awards that would have vested during the
12-month period following the termination date, the ability to exercise any outstanding and vested stock options through the 12-month
period following the termination date, and the COBRA Payment, subject to the Executive’s execution of a general release of claims.
If the Executive’s employment is terminated
by the Company without “cause” or the Executive resigns for good reason within three months prior to the entry into a definitive
agreement resulting in a change in control or within 24 months following a change in control, the Executive is entitled to receive the
following severance benefits in addition to accrued benefits: any earned but unpaid prior year bonus, a pro-rata portion of his or her
then-current target bonus, a severance amount equal to one times (or two times for Flint Lane) the sum of the Executive’s then-current
annual base salary plus target bonus (payable in lump sum), immediate accelerated vesting of all outstanding equity awards, the ability
to exercise any outstanding and vested stock options through the 12-month period (or for Flint Lane, the 24-month period) following the
termination date, and the COBRA Payment (or for Flint Lane, two times the COBRA Payment), subject to the Executive’s execution of
a general release of claims.
