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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On
November 9, 2021, the Board of Directors (the “Board”) of Minim, Inc. (the “Company”) and the Compensation
Committee of the Board (the “Compensation Committee”) adopted and approved the Minim, Inc. Omnibus Incentive Compensation
Plan (the “Omnibus Plan”) and the Minim, Inc. Non-Employee Directors Compensation Plan (the “Non-Employee Directors
Plan”, and together with the Omnibus Plan, the “Plans”), subject to stockholder approval at the Company’s 2022
annual meeting of stockholders.
The
Omnibus Plan provides for the grant of awards to eligible employees, directors, and consultants in the form of stock options, stock appreciation
rights (“SARs”), restricted stock, unrestricted shares, restricted stock units (“RSUs”), performance units, and
cash-based awards. The Omnibus Plan is a successor to the Company’s 2019 Stock Option Plan (the “2019 Plan”) and, accordingly,
no new grants will be made under the 2019 Plan from and after the effective date of the Omnibus Plan. The Omnibus Plan has a term of
10 years and authorizes the issuance of up to 3,000,000 shares of the Company’s common stock.
The
purpose of the Omnibus Plan is to optimize the profitability and growth of the Company through incentives that link the personal interests
of employees, directors and consultants to those of the Company’s stockholders, to provide participants with an incentive for excellence
in individual performance, and to promote teamwork.
The
Non-Employee Directors Plan provides for the grant of awards to eligible non-employee directors in the form of stock options, SARs, stock
awards, and RSUs. The Non-Employee Directors Plan is a successor to the Company’s 2019 Directors Stock Option Plan (the “2019
Directors Plan”) and, accordingly, no new grants will be made under the 2019 Directors Plan from and after the effective date of
the Non-Employee Directors Plan. The Non-Employee Directors Plan has a term of 10 years and authorizes the issuance of up to 1,250,000
shares of the Company’s common stock.
The
objectives of the Non-Employee Directors Plan are to optimize the profitability and growth of the Company and align the personal interests
of directors to those of the Company’s stockholders and to provide flexibility to the Company in its ability to motivate, attract,
and retain the services of directors who make significant contributions to the success of the Company.
The
Plans contain certain restrictions and limitations including, but not limited to, the following: (i) stock options and SARs must generally
be granted with an exercise price equal to or greater than the fair market value of a share of the Company’s common stock on the
date of grant; (ii) the Non-Employee Director Plan limits the aggregate number of shares that may be awarded annually to any participant
to 20,000 shares of stock, restricted stock, or RSUs, and to 30,000 shares subject to stock options or SARs; (iii) stock-based awards
that vest solely based on service are subject to a minimum vesting period of at least one year of service; and (iv) stockholder approval
is required for material amendments to the Plans, including any increase in the maximum number of shares of the Company’s common
stock that may be issued under the Plans.
The
Compensation Committee will administer the Plans and has the power to determine the size and types of awards granted and may, in its
discretion, determine the performance measure(s) to be used for purposes of awards that are to be performance-based.
The
foregoing descriptions and summaries of the Plans do not purport to be complete and are qualified in their entirety by reference to the
full text of the Omnibus Plan and Non-Employee Director Plan, attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, which are
each incorporated herein by reference.
