EVERSPIN TECHNOLOGIES INC
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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FY2024 · Filed Feb 27, 2025
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Item 9B. Other Information
Executive Employment Agreement
On February 26, 2025, we entered into an Executive Employment Agreement with our Chief Financial Officer, William Cooper (Executive Employment Agreement), which amends and restates Mr. Cooper’s offer letter with us dated November 12, 2024. Pursuant to the terms of the Executive Employment Agreement, in the event that we terminate Mr. Cooper’s employment without Cause (as defined in the Executive Employment Agreement) or he resigns for Good Reason (as defined in the Executive Employment Agreement), then Mr. Cooper will be entitled to the following severance benefits: (a) continuation payments over a 12 month severance period of his 12 month base salary; (b) continued coverage under COBRA with us paying the premiums, including coverage for eligible dependents, for up to 12 months, or until he becomes eligible for group health insurance coverage through a new employer or he ceases to be eligible for COBRA; and (c) the equity awards that would have vested in the 12 month period following his separation from service shall be deemed immediately vested and exercisable as of his last day of employment. These severance
benefits are subject to Mr. Cooper signing a separation agreement and release of claims. All other terms of Mr. Cooper’s current employment agreement remain substantially the same.
The foregoing description of the Executive Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Executive Employment Agreement, which is attached hereto as Exhibit 10.30 to this Annual Report on Form 10-K and is incorporated herein by reference in its entirety.
Trading Arrangements of Directors and Executive Officers
During the fiscal quarter ended December 31, 2024, no Section 16 officer or director adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule10b5-1 trading arrangement” (as each defined in Item 408 of Regulation S-K of the Exchange Act), except as set forth in the table below.
| Name & Title | Action Taken | Date Adopted | Type of Trading Arrangement (1) | Total Shares of Common Stock to be Sold (2) | Duration of Trading Arrangement (3) |
|---|---|---|---|---|---|
| Sanjeev Aggarwal, Chief Executive Officer | Adoption | 12/6/2024 | Rule 10b5-1 Trading Arrangement | Up to 100,000 | 1/9/2026 |
| (1) | Except as indicated by a footnote, each trading arrangement marked as “Rule 10b5-1 Trading Arrangement” is a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, as amended. |
| (2) | The number of shares to be sold under each trading arrangement represents the maximum actual number of shares issuable under the applicable stock awards. The actual number of shares to be sold under each trading arrangement will depend on the achievement of applicable conditions under the stock awards and the number of shares withheld to satisfy tax obligations upon the vesting of the awards. |
| (3) | Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all sales or (b) the date listed in the table. Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule. |
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