UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 22, 2024, Robert Kaiden and the Company entered into an Executive Employment Agreement to replace Mr. Kaiden’s offer letter in outlining the terms of his employment and compensation as Chief Financial Officer. Mr. Kaiden’s Executive Employment Agreement replaces and supersedes his offer letter. The terms of Mr. Kaiden’s employment agreement are substantially the same as those in the offer letter, other than the following material changes.
•The Executive Employment Agreement defines terms not previously defined in Mr. Kaiden’s offer letter, such as termination for cause.
•Mr. Kaiden’s performance-based annual equity grant is specified at a target value of $1,575,000.
•If Mr. Kaiden’s employment is terminated without cause, including in the event of a change in control of the Company, 100% of Mr. Kaiden’s unvested equity will vest.
The foregoing description of Mr. Kaiden’s Executive Employment Agreement is qualified in its entirety by reference to the full text of the Kaiden Executive Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | No. |
| Description |
| Robert Kaiden Executive Employment, signed as of March 22, 2024. | ||
|
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.
INSPIRATO INCORPORATED | ||
Dated: March 28, 2024 | By: | /s/ Eric Grosse |
Name: Eric Grosse | ||
Title: Chief Executive Officer |
Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (“Agreement”) is made by and between Inspirato LLC, a Delaware limited liability company (the “Company”), and Robert Kaiden, a California resident (“Executive”), effective as of March 20, 2024 (the “Effective Date”).
WHEREAS, the Company and the Executive are parties to an Offer Letter signed on March 21, 2023 (“Prior Agreement”) and have mutually agreed to modify the terms of the Executive’s employment relationship with the Company as of the Effective Date.
NOW, THEREFORE, for and in consideration of the above recitals and the mutual promises contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company and Executive agree as follows:
1. | EMPLOYMENT AND DUTIES. |
2. | TERM. This Agreement shall be effective on the Effective Date. Executive’s employment with the Company pursuant to this Agreement shall continue until terminated as provided |
Page 1 of 9
Exhibit 10.1
in Section 4 of this Agreement. The period of Executive’s employment pursuant to this Agreement shall be the “Term.”
3. | COMPENSATION AND BENEFITS. During the Term, the Company shall provide the following compensation and benefits to Executive: |
3.1 | Base Salary. Executive shall receive an annualized base salary (“Base Salary”) of |
$500,000 (Five Hundred Thousand Dollars). Based upon the Board’s reasonable and good faith evaluation of Executive’s performance under this Agreement, Base Salary may be increased or decreased from time to time at the sole discretion of the Board, provided that Base Salary may not be decreased below the amount stated in this Section 3.1. Base Salary shall be paid in accordance with the Company’s standard payroll practices as they may exist from time to time.
3.3 | Equity. |
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Exhibit 10.1
limitation, medical, health and dental care, life insurance, disability protection, 401(k) and retirement plans.
Page 3 of 9
Exhibit 10.1
combination thereof. Any involuntary termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 4.1 or does not result from the Disability of the Executive under Section 4.3 will be deemed a termination without Cause.
Page 4 of 9
Exhibit 10.1
Executive’s then existing position or positions the Executive may, and at the request of the Company will, submit to the Company a certification in reasonable detail, by a physician selected by the Company trained in the disability affecting Executive to whom the Executive or the Executive’s guardian has no reasonable objection, as to whether the Executive is so disabled or how long such disability is expected to continue. Such certification will for the purposes of this Agreement be conclusive of the issue. The Executive will cooperate with any reasonable request of the physician in connection with such certification. If such question will arise and the Executive unreasonably fails to submit such certification, the Company’s determination of such issue will be binding on the Executive. For the avoidance of doubt, a termination by the Company for Disability shall not constitute a termination by the Company without Cause. Nothing in this Agreement will be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.
4.5 | Termination by Agreement. Executive’s employment with the Company may be terminated at any time by written agreement of the parties. |
4.6 | Payment upon Termination. |
Page 5 of 9
Exhibit 10.1
paydays, commencing on the Termination Date (the “Severance Period”); provided, however, that: (i) the first such payment shall be made on the first payday that is at least sixty (60) days after the Termination Date and shall include all sums that would have been paid had payment commenced on the first payday after the Termination Date; (ii) the Severance Period shall terminate immediately upon Executive’s material breach of this Agreement or the Confidentiality Agreement; and (iii) if the sixty-day period within which the release must become effective spans two calendar years, no payment pursuant to this Section 4.6.2 shall be made before the first business day of the second calendar year;
4.6.3 | Change of Control Defined. As used herein, “Change of Control” shall mean: (a) any change in the ownership or control of the common stock of |
Page 6 of 9
Exhibit 10.1
the Company which results in more than 50% of the issued and outstanding common stock of the Company being owned or controlled by a person or entity, or a group of persons or entities, who did not own or control more than 50% of the issued and outstanding common stock of the Company as of the date of this Agreement; (b) the merger or consolidation of the Company with another entity such that more than 50% of the issued and outstanding equity interests of the surviving entity is owned or controlled by a person or entity, or a group of persons or entities, who did not own or control more than 50% of the issued and outstanding common stock of the Company as of the date of this Agreement; or (c) the sale of all or substantially all of the operating assets of the Company.
5. | ADDITIONAL PROVISIONS |
The Company:Executive:
Inspirato LLCRobert Kaiden
Attn: Legal Dept25 Hanson Lane
1544 Wazee StWalnut Creek, CA 94596
Denver, CO 80202rkaiden67@gmail.com legal@inspirato.com
Page 7 of 9
Exhibit 10.1
the maximum extent permitted, this Agreement shall be interpreted to be in compliance with Section 409A. The payment of any annual bonus is intended to be a “short term deferral” under Section 409A and any amount payable shall be paid in a lump sum on a date determined by The Company before the end of the “short term deferral” period” with respect to such bonus. To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to Executive under this Agreement for expenses shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement during one year may not affect the amounts reimbursable in any subsequent year. Notwithstanding any other provision in this Agreement or in any other document, The Company shall not be responsible for the payment of any applicable taxes incurred by Executive pursuant to this Agreement, including with respect to compliance pursuant to Section 409A. The Company makes no representation that any or all of the payments and benefits described in this Agreement will be exempt from or comply with Section 409A.
$5,000 for Executive’s properly and reasonably incurred expenses related to flights and hotel accommodations for Executive to attend depositions, court dates, and any other litigation events where in-person attendance is reasonably expected or required. For sake of clarity, the reimbursement of travel costs referenced in this Section 5.5 shall in no way include reimbursement of attorney’s fees and expenses or legal costs.
5.8 | Taxes. All payments pursuant to this Agreement shall be subject to withholding for taxes as required by applicable law. |
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Exhibit 10.1
5.9 | Construction. This Agreement shall be deemed to have been drafted jointly by the parties, and no ambiguity in the Agreement shall be construed against either the Company or Executive. |
5.10 | Titles and Headings. Titles and headings in this Agreement are for purpose of reference only and shall not limit, define or otherwise affect the provisions of this Agreement. |
WHEREUPON, the parties have executed this Agreement on the dates shown below, to be effective as of the Effective Date.
EXECUTIVE:INSPIRATO LLC:
By: /s/ Robert Kaiden By: /s/ Eric Grosse Robert KaidenEric Grosse, Chief Executive Officer
Date: 3/20/2024 Date: 3/22/2024
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Exhibit 10.1
DocuSign Envelope ID: A1EAC42E-9BB0-4AE6-9C8D-E46A86CACD66
EXHIBIT 1
EMPLOYEE PROPRIETARY RIGHTS AND INVENTIONS ASSIGNMENT AGREEMENT
This Employee Covenant Agreement (“Agreement”) is made and entered into by and between Inspirato LLC, a (the “Company”), and the employee whose name and signature appear below (“Employee”) as of the date of Employee’s signature below:
WHEREAS, Employee is employed or has been offered employment with the Company to provide services to the Company and/or to one or more of the other Companies (as defined below) in a position in which Employee will or may have access to the Companies’ intellectual property, trade secrets and other confidential information; and
WHEREAS, the Companies’ intellectual property, trade secrets and other confidential information are valuable assets of the Companies.
NOW, THEREFORE, in consideration of the employment described above and other good and valuable consideration, the parties agree as follows:
1. | CONFIDENTIALITY. |
1.1 | Definition of “Affiliate.” As used in this Agreement, “Affiliate” means a legal entity that |
(a) owns or controls in whole or in part another legal entity, (b) is owned or controlled in whole or in part by one or more other legal entities or natural persons, or (c) is under common ownership or control in whole or in part with another legal entity.
Exhibit 10.1
DocuSign Envelope ID: A1EAC42E-9BB0-4AE6-9C8D-E46A86CACD66
employment with the Company, for whatever reason and whether voluntary or involuntary, or at any time upon request, Employee will immediately surrender to the Company all property of the Companies in Employee’s possession, custody or control, including but not limited to any copies of materials that incorporate or are derived from Confidential Information, and certify in writing to the Company that Employee has done so.
2. | DEFEND TRADE SECRETS ACT PROVISION. Notwithstanding the foregoing, 18 U.S.C. |
§1833(b) provides, in part: “(1) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal (2) An individual
who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.” Nothing in this Agreement, any other agreement executed by Employee, or any Company policy, is intended to conflict with this statutory protection.
Exhibit 10.1
DocuSign Envelope ID: A1EAC42E-9BB0-4AE6-9C8D-E46A86CACD66
service provider. Employee acknowledges and agrees that any breach by Employee of any provision of this Agreement will cause the Company irreparable injury and damage and that the Company shall therefore be
entitled to, in addition to all other remedies available to it, injunctive and other equitable relief (without the necessity of posting a bond) to prevent or stop such breach and to secure the enforcement of this Agreement.
5. | GENERAL |
INSPIRATO LLC:EMPLOYEE
/s/ Danielle ProbstBy:[On Attached Page]
Danielle Probst, SVP, People Operations
Exhibit 10.1