Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Compensatory
Arrangements of Certain Officers
On
March 2, 2022 (the “Effective Date”), Minim, Inc. (the “Company”) entered into an amended employment agreement
with John Lauten, the Company’s Chief Operating Officer, in an effort to standardize his employment agreement to be consistent
with other executives of the Company (the “New Employment Agreement”). Any prior agreements or understandings with respect
to Mr. Lauten’s employment by the Company are cancelled as of the Effective Date; however, except as otherwise provided in the
New Employment Agreement, all restricted stock units and other long-term incentive awards granted to Mr. Lauten prior to the Effective
Date, benefit plans in which Mr. Lauten is eligible for participation, the severance agreement, dated October 21, 2021 and any Company
policies to which Mr. Lauten is subject shall continue in effect in accordance with their respective terms and shall not be modified,
amended or cancelled by the New Employment Agreement. Except for the items set forth below, the New Employment Agreement is essentially
identical in terms to Mr. Lauten’s previous employment agreement, dated November 1, 2019: (1) Mr. Lauten’s base compensation
shall be increased to $218,000 from $201,240, effective January 1, 2022, (2) Consistent with other Company executives, Mr. Lauten will
no longer be entitled to a stipend for living expenses or reimbursement of expenses for personal trips as contemplated in his previous
employment agreement, (3) Mr. Lauten shall be eligible to receive an annual incentive bonus of up to $75,000 based on work product and
attainment of specific goals as reflected by overall Company financial performance weighted as follows: 20% for the first fiscal quarter
performance, 20% for the second fiscal quarter performance, 20% for the third fiscal quarter performance and 40% for annual fiscal year
performance and (4) Mr. Lauten shall be eligible to be considered for an annual restricted stock award grant subject to the discretion
of the compensation committee of the Board of Directors of the Company.
On
March 2, 2022, the Company entered into an amendment of the Company’s employment agreement with Graham Chynoweth, the Company’s
Chief Executive Officer (the “CEO”), in an effort to standardize and align the CEO’s employment agreement to be consistent
with other executives of the Company (the “EA Amendment,” and together with the previous employment agreement, dated May
22, 2019 and the subsequent amendment thereto dated December 4, 2020, the “Amended Employment Agreement”). This alignment
included adding certain terms contained in the standard form of employment agreement for executives to the Amended Employment Agreement,
including a non-disparagement clause and aligning the definition of good reason. The Amended Employment Agreement also contemplates that
the CEO will enter into and be entitled to receive the rights, obligations and benefits of the Company’s standard severance agreement
for executive-level employees. All other terms of the CEO’s Amended Employment Agreement will remain in effect.
On
March 2, 2022, as contemplated by the Amended Employment Agreement, the Company entered into the Company’s standard severance agreement
for executive-level employees with the CEO that supplements his existing Amended Employment Agreement. The severance agreement provides
the CEO the right to receive certain compensatory benefits upon specified circumstances in the event of a separation of employment from
the Company. The severance agreement provides that the CEO will receive six months’ of continued base salary and certain insurance
premiums to be paid upon any termination of employment without Good Cause or for Good Reason (as defined therein). If the CEO’s
employment is terminated without Good Cause or for Good Reason within three months prior to or twelve months after a Change of Control
(as defined therein), the CEO will receive a lump sum of twelve months’ base salary and certain insurance premiums, and a pro-rated
annual bonus. Mr. Chynoweth’s current annual base compensation is $250,000. The agreement further provides that the CEO’s
outstanding and unvested equity subject to time-based vesting will be accelerated and deemed fully vested.
The
foregoing descriptions of the New Employment Agreement and EA Amendment are qualified in their entirety by reference to the full text
of the agreements, which are included as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K. The foregoing
description of the severance agreement is qualified in its entirety by reference to the severance agreement form, which is included as
Exhibit 10.1 to the Form 8-K/A filed with the Securities and Exchange Commission on November 27, 2021.
Bonus
Payments
On
March 1, 2022, the Board of Directors (the “Board”) of Minim, Inc. (the “Company”) approved a $12,500 cash bonus
payment and a grant of 14,583 restricted stock units to John Lauten for the Company’s annual performance in 2021. The number of
Restricted Stock Units granted was determined based upon a closing price of $1.20, which was the closing price of the Company’s
common stock on March 1, 2022.
Item
9.01(d) Exhibits.
The
following exhibits are filed herewith:
