Atomera Incorporated filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 5, 2025, we entered into an Amended and Restated Employment Agreement (“Restated Agreement”) with our President and Chief Executive Officer, Scott A. Bibaud. We had entered into an Employment Agreement (“Original Agreement”) with Mr. Bibaud dated March 3, 2025 and the Restated Agreement restates and thereby supersedes the Original Agreement.
The only substantive change to the Original Agreement made by way of the Restated Agreement is to delete Section 1.1(i)(v) from the Original Agreement. Pursuant to Section 1.1(i)(v) of the Original Agreement, a Change of Control (as defined in the Original Agreement and Restated Agreement, or the “Agreements”) of Atomera was included among those events that would constitute Good Reason (as defined in the Agreements). The practical effect of the deletion of Section 1.1(i)(v) is to change Mr. Bibaud’s severance payment upon a Change of Control from a so-called “single trigger” to a “double trigger.” In other words, whereas the Original Agreement provided that Mr. Bibaud would be entitled to a severance payment upon a Change of Control, pursuant to the Restated Agreement a Change of Control alone will not entitle Mr. Bibaud to a severance payment and, in the event of a Change of Control, Mr. Bibaud will only be entitled to a severance payment in the event he is terminated without Cause (as defined in the Agreements) or he resigns for Good Reason.
The foregoing discussion of the terms of Mr. Bibaud’s employment is not complete and is qualified in its entirety by reference to the full text of the Restated Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
The following exhibits are filed with this report:
| Exhibit Number | Exhibit Description | |
| 10.1 | Amended and Restated Employment Agreement dated May 5, 2025 between Registrant and Scott A. Bibaud | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101). |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| ATOMERA INCORPORATED | ||
| Dated: May 5, 2025 | /s/ Francis B. Laurencio | |
Francis B. Laurencio, Chief Financial Officer |
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