Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of November 20, 2024, the Compensation and Human Resources Committee (the “Compensation Committee”) of the Board of Directors of Riot Platforms, Inc. (the “Company”), authorized and approved the amendment and restatement of the Company’s form of executive employment agreement (the “Form of Amended and Restated Executive Employment Agreement”). The Form of Amended and Restated Executive Employment Agreement revises the Company’s original form of executive employment agreement as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on a Current Report on Form 8-K on October 3, 2022, and amended effective June 12, 2024, filed with the SEC on a Current Report on Form 8-K on June 18, 2024, (the “Prior Form of Agreement”). The principal changes from the Prior Form of Agreement are administrative and are outlined below.
The Form of Amended and Restated Executive Employment Agreement clarifies the procedures and deadlines the Company and executive shall comply with when entering into any separation agreement and general release (the “Severance Agreement”) following a termination event, and establishes a revocation period. Additionally, the Form of Amended and Restated Executive Employment Agreement includes terms regarding the form, and timing, of payment of any severance benefits. Severance benefits shall be paid in a lump sum, less applicable tax withholdings, as follows: (A) 50% of cash severance benefits shall be paid within 20 business days following the executive’s entry into the Severance Agreement, with the remainder payable 6 months and 1 day following the Termination Date; (B) any service-based stock awards entitled to pro rata vesting will be settled no later than five business days following the date of the executive’s entry into the Severance Agreement; and (C) any performance-based stock awards entitled to accelerated vesting will be settled no later than five business days following the date of the executive’s entry into the Severance Agreement.
Accordingly, as authorized and directed by the Compensation Committee, the Company has entered into amended and restated executive employment agreements with Jason Les, the Company’s Chief Executive Officer, Benjamin Yi, the Company’s Executive Chairman, William Jackman, the Company’s Executive Vice President (“EVP”), General Counsel, and Jason Chung, the Company’s EVP, Head of Corporate Development & Strategy (each an “Executive”), pursuant to the standard Form of Amended and Restated Executive Employment Agreement. Except as disclosed by the Company, the Form of Amended and Restated Executive Employment Agreement will not affect the employment terms, compensation arrangements, or other rights of the Company’s executive officers, as previously disclosed by the Company.
Additionally, the employment term of each Executive shall be 36 months, which, upon expiration, shall be automatically renewed for successive 12-month periods thereafter, unless earlier terminated in accordance with the terms of the Form of Amended and Restated Executive Employment Agreement.
The summary of the Form of Amended and Restated Executive Employment Agreement is qualified in its entirety by reference to the full text of the Form of Amended and Restated Executive Employment Agreement filed as Exhibit 10.1 to this Current Report and incorporated by reference herein.
Item 9.01 – Regulation FD Disclosure.
(d)Exhibits.
EXHIBIT INDEX
The following exhibits are filed or furnished herewith:
