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Getaround Announces Inducement Awards to New CEO, Eduardo Iniguez, in Accordance with NYSE Rule 303A.08
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management
Rhea-AI Summary
Getaround (GETR) grants new CEO employment inducement awards, including options to purchase up to 88,050,000 shares at $0.25 per share, subject to vesting conditions. The awards were granted outside the 2022 Equity Incentive Plan, approved by the Board of Directors under a shareholder approval exception.
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SAN FRANCISCO--(BUSINESS WIRE)--
Getaround (NYSE: GETR), the world's first connected carsharing marketplace, announced that on February 26, 2024, its Board of Directors granted to its new Chief Executive Officer, Eduardo Iniguez, employment inducement awards consisting of the following: (i) an option to purchase up to 11,100,000 shares of the Company’s common stock at an exercise price of $0.25 per share, which shares will vest in four annual 25% installments; and (ii) an option to purchase up to 76,950,000 shares of the Company’s common stock at an exercise price of $0.25 per share, which represents approximately 10% of the shares of the Company’s common stock issuable upon conversion of all of Getaround’s outstanding 8.00%/9.50% Convertible Senior Secured PIK Toggle Notes due 2027 (the “PIK Notes”) at an as-adjusted conversion price of $0.25 per share. The amendment of such conversion price to $0.25 per share is required pursuant to the terms of the previously-disclosed super priority promissory note between the Company and Mudrick Capital Management L.P.
The shares subject to the second award will vest in four annual 25% installments, provided that such vesting is contingent upon the conversion of the PIK Notes and will be delayed, as necessary, to prevent the aggregate number of vested shares from exceeding 10% of the total number of shares of common stock actually issued upon conversion of the PIK Notes. The inducement awards were granted to Mr. Iniguez pursuant to the terms of his employment offer letter, which was disclosed by Getaround on a Form 8-K filed with the SEC on February 28, 2024.
These awards were granted outside of Getaround’s 2022 Equity Incentive Plan, but except as set forth in the award agreements, will generally be subject to the same terms and conditions as apply to the applicable awards granted under the plan. The Board of Directors of Getaround unanimously approved these employment inducement awards in reliance on the employment inducement exception to shareholder approval provided under Section 303A.08 of the NYSE Listed Company Manual. To comply with the terms of this exemption, these employment inducement awards require public announcement of the awards and written notice to the NYSE.
About Getaround
Offering a 100% digital experience, Getaround (NYSE: GETR) makes sharing cars and trucks simple through its proprietary cloud and in-car Connect® technology. The company empowers consumers to shift away from car ownership through instant and convenient access to desirable, affordable, and safe cars from entrepreneurial hosts. Getaround’s on-demand technology enables a contactless experience — no waiting in line at a car rental facility, manually completing paperwork or meeting anyone to collect or drop off car keys. Getaround’s mission is to utilize its peer-to-peer marketplace to help solve some of the most pressing challenges facing the world today, including environmental sustainability and access to economic opportunity. Launched in 2011, Getaround is available today in more than 1,000 cities across the United States and Europe. For more information, please visit https://www.getaround.com/.
Getaround granted options to purchase up to 88,050,000 shares of the Company's common stock at $0.25 per share.
How many shares will vest annually under the awards?
The shares will vest in four annual 25% installments.
Under what conditions will the shares vest?
Vesting is contingent upon the conversion of the PIK Notes and will be delayed, if necessary, to prevent the aggregate number of vested shares from exceeding 10% of the total shares issued upon conversion.
When were the employment inducement awards granted?
The awards were granted on February 26, 2024.
How were these awards approved by Getaround's Board of Directors?
The Board of Directors approved the awards under the employment inducement exception to shareholder approval provided under Section 303A.08 of the NYSE Listed Company Manual.
