Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Employment Agreements
On
April 11, 2023, Near Intelligence, Inc. (the “Company”) entered
into new employment agreements with Anil Mathews and Shobhit Shukla for continued service as Chief Executive Officer and President,
respectively, and on April 12, 2023, the Company entered into a new employment agreement with Rahul Agarwal for continued service as Chief
Financial Officer.
The employment agreements
provide for base salary, discretionary target annual bonus opportunity, and participation in standard benefit plans and programs in which
other similarly situated Company employees are eligible to participate. Pursuant to their respective employment agreements, Mr. Mathews’
annual base salary is $400,000, Mr. Shukla’s annual base salary is $350,000 and Mr. Agarwal’s annual base salary is S$ 462,000
(SGD), or approximately $350,000 (as converted to U.S. dollars at a rate of 0.7576 U.S. dollar to 1 Singapore dollar, which was the approximate
exchange rate as of the date of the agreement). Mr. Mathews will be eligible to receive an annual bonus with a target amount of $200,000
for each complete calendar year, Mr. Shukla will be eligible to receive an annual bonus with a target amount of $150,000 for each complete
calendar year and Mr. Agarwal will be eligible to receive an annual bonus with a target amount of S$ 198,000 (SGD), or approximately $150,000
(as converted to U.S. dollars at a rate of 0.7576 U.S. dollar to 1 Singapore dollar). Annual bonuses are payable in cash and/or shares
of the Company’s common stock at the Company’s discretion.
The employment agreements
contain customary provisions regarding non-competition, non-solicitation and confidentiality of information. The enforceability of the
non-competition covenants is subject to limitations.
The employment agreements
provide that, in the event the applicable named executive officer is terminated by the Company without Cause (as defined in the employment
agreements) or by the named executive officer for Good Reason (as defined in the employment agreements) (each, a “Qualifying
Termination”), the terminated named executive officer is entitled to certain severance payments.
In the event that Mr. Mathews
is subject to a Qualifying Termination, Mr. Mathews is entitled to severance equal to 2.0 times the sum of his base salary and target
annual bonus opportunity, payable in accordance with our normal payroll procedures over 24 months. If a Qualifying Termination occurs
during the one-year period following a Change in Control (as defined in the Near Intelligence, Inc. 2023 Equity Incentive Plan), Mr. Mathews
will be entitled to such severance, payable in a lump sum.
In the event that Mr. Agarwal
or Mr. Shukla is subject to a Qualifying Termination, Mr. Agarwal or Mr. Shukla, as applicable, is entitled to receive severance equal
to the sum of 12 months of his base salary and annual target bonus opportunity, payable in accordance with our normal payroll procedures
over 12 months. If a Qualifying Termination occurs during the one-year period following a Change in Control, Mr. Agarwal or Mr. Shukla,
as applicable, will be entitled to severance equal to 1.5 times the sum of his base salary and target annual bonus, payable in a lump
sum.
If a Qualifying Termination
occurs during the one-year period following a Change in Control, (i) all severance payments will be paid to the named executive officer
in a lump sum on the 60th day following such termination of employment and (ii) all outstanding equity awards held by the named
executive officer will vest, with any performance-based awards vesting as if the target requirements have been or will be attained. Further,
for Mr. Mathews, all outstanding equity awards held by him will vest in the same manner on a Qualifying Termination regardless of whether
a Change in Control occurs.
The severance described above
is contingent upon the applicable named executive officer’s timely execution and non-revocation of a general release of claims.
Following a Qualifying Termination,
the Company will also continue to pay or reimburse the employer portion of the monthly premiums associated with continued coverage under
our health and welfare plans for Messrs. Agarwal and Shukla under COBRA until the earlier of (i) 12 months following their termination
date (or 18 months if the Qualifying Termination occurs during the one-year period following a Change in Control), (ii) expiration of
their eligibility for continuation coverage under COBRA, or (iii) the date on which they become eligible for group health insurance coverage
in connection with new employment (the “COBRA Benefit”). Mr. Mathews will also receive the COBRA Benefit, as
described herein, following a Qualifying Termination, provided that he will receive 18 months of coverage following his termination date
regardless of whether a Change in Control occurs.
The foregoing description
of the employment agreements is a summary only and is qualified in its entirety by reference to the full text of the employment agreements,
which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and incorporated
herein by reference.