DNMR Danimer Scientific Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 09, 2024

 

 

DANIMER SCIENTIFIC, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-39280	84-1924518
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
140 Industrial Boulevard
Bainbridge, Georgia				39817
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 229 243-7075

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common stock, $0.0001 par value per share		DNMR		The New York Stock Exchange

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. ☐

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 9, 2024, Danimer Scientific, Inc. (the “Company”) adopted and established the Danimer Scientific Executive Severance and Retention Plan (the “S&R Plan”), which provides for the payment of severance compensation and other benefits to certain Eligible Executives in connection with certain terminations of employment. Eligible Executives means members of the Company’s Senior Leadership Team, including Named Executive Officers other than the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), and other executives designated by the Board of Directors as eligible to participate in the S&R Plan. Each of the CEO and CFO retain separate individual employment agreements as previously disclosed. Capitalized terms used but not defined in this description have the meanings provided in the S&R Plan. The S&R Plan is intended, in part, to replace individual employment agreements for certain Eligible Executives whose employment agreements expired as of December 31, 2023 and to provide consistent benefits to all Eligible Executives. The S&R Plan was approved by the Compensation Committee of the Company’s Board of Directors.

The S&R Plan provides that an Eligible Executive who (i) is Involuntarily Terminated by the Company for other than Cause, Disability or death, or (ii) resigns from employment with the Company for Good Reason will be entitled to the following Severance Benefits:

Alternatively, the S&R Plan provides that if an Eligible Executive (i) is Involuntarily Terminated for other than Cause, Disability or death by the Company within three (3) months prior to or within twelve (12) months following a Change in Control or (ii) resigns from employment with the Company for Good Reason within twelve (12) months following a Change in Control, he will be entitled to the following Change In Control Severance Benefits:

In order to qualify as an Eligible Executive, participants must sign a Participation Agreement as provided in the S&R Plan. Payment of any Severance Benefits or Change in Control Severance Benefits under the S&R Plan is expressly conditioned upon the Eligible Executive signing, returning to the Company and not revoking a release of all claims against the Company, successor and/or related parties in a form prepared by the Company in its reasonable discretion. Payments and benefits under the S&R Plan are subject to recovery under any clawback, recovery or recoupment policy which the Company may adopt from time to time.

The S&R Plan provides that in the event that a payment of a Severance Benefits or Change in Control Severance Benefits would constitute an “excess parachute payment” or a “parachute payment” as defined in Code Section 280G or Code Section 4960, as applicable, and would result in imposition on the Eligible Executive of an excise tax under Code Section 4960 or Code Section 4999, as applicable, then such Severance Benefits or Change in Control Benefits will be reduced (but not below zero) so that the sum of such Severance Benefits or Change in Control Severance Benefits will be $1.00 less than the amount that would subject the Eligible Executive to any such excise tax.

The foregoing description of the S&R Plan does not purport to be complete and is subject to and qualified in its entirety by the terms and conditions of the S&R Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

Exhibit No.		Description
10.1		Danimer Scientific Executive Severance and Retention Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 thereunto duly authorized.

			Danimer Scientific, Inc
Date:	May 10, 2024	By:	/s/ Stephen A. Martin
			Stephen A. Martin Chief Legal Officer and Corporate Secretary

 

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Exhibit 10.1

 

Danimer Scientific

 

Executive Severance and Retention Plan

 

Effective May 9, 2024

 

ARTICLE 1

 

NAME, PURPOSE AND EFFECTIVE DATE

 

 

 

1.03. Coordination with Employment Contracts Govern. To the extent that an Eligible Executive is a party to an employment or other contract or agreement that provides for any severance payments upon such Eligible Executive’s separation from employment with the Company or any of its subsidiaries, then that contract or agreement governs, and not this Plan. Provided, however, to the extent this Plan provides for payments and/or benefits that are greater than those provided by any such contract or agreement, then this Plan shall provide only such greater payments and/or benefits to the Eligible Executive.

 

 

 

ARTICLE 2

 

DEFINITIONS

 

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The following words and phrases have the following meanings unless a different meaning is plainly required by the context:

 

2.01. “Base Salary” means the annual base rate of compensation payable to an Eligible Executive at the time of the Eligible Executive’s Termination Date without reduction for any pre-tax deferrals under any tax-qualified plan, non-qualified deferred compensation plan, qualified transportation fringe benefit plan under Code Section 132(f), or cafeteria plan under Code Section 125 maintained by the Company, but excluding the following: incentive or other bonus plan payments, accrued vacation, commissions, sick leave, holidays, jury duty, bereavement, other paid leaves of absence, short-term disability payments, recruiting/job referral bonuses, severance, hiring bonuses, long-term disability payments, or payments from a nonqualified deferred compensation plan maintained by the Company.

 

2.02. “Board of Directors” means the Board of Directors of the Company.

 

2.03. “Cause” means termination by the Company of an Eligible Executive’s employment based upon the Eligible Executive’s: (a) commission of any act of fraud or embezzlement against the Company or any of its affiliates; (b) conduct that is grossly negligent or willful and deliberate on the Eligible Executive’s part and that is (or would reasonably be expected to be) materially detrimental to the Company or any of its affiliates; (c) conviction of or entry of a plea of guilty or no contest to, a felony or crime of moral turpitude; (d) failure to adhere in any material respect to the written policies and procedures established from time to time by the Company, including, but not limited to, any code of business conduct and ethics, and which failure is (or would reasonably be expected to be) materially detrimental to the Company or any of its affiliates; (e) violation of the Company’s policies prohibiting substance abuse; (f) violation of the Company’s polices prohibiting unlawful employment discrimination, retaliation or harassment, including sexual harassment, which includes but is not limited to engaging in or aiding and abetting any act of employment discrimination, retaliation or harassment including sexual harassment; (g) violation of any contractual, statutory or fiduciary duty owned by the Eligible Executive to the Company or any of its affiliates; (h) failure to cooperate in good faith with a governmental or internal investigation of the Company, its affiliates, or the Company’s or any affiliate’s directors, officers or Eligible Executives, if the Company has reasonably requested the Eligible Executive’s cooperation; (i) willful and continued failure or refusal to perform his or her duties (other than any such failure resulting from the Eligible Executive’s Disability); (j) willful and continued failure or refusal to comply with any valid and legal directive of the Board of Directors or the person to whom the Eligible Executive reports; (k) breach of any material policy, obligation or restrictive covenant applicable to the Eligible Executive (e.g.¸ violating any noncompete, nonsolicitation, confidentiality, arbitration and/or assignment obligation that is applicable to the Eligible Executive) and/or (l) any failure to comply in any material respect with the Foreign Corrupt Practices Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Dodds-Frank Wall Street Reform and Consumer Protection Act of 2010, or any rules or regulations thereunder, or any similar applicable statute, regulation or legal requirement. A termination is for Cause only if the Eligible Executive receives written notice from the Company of such termination for Cause, specifying the particulars of his or her conduct forming the basis for such termination.

 

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2.04. “Change in Control” means, after the Effective Date:

 

 

 

 

2.05. “Code” means the Internal Revenue Code of 1986 as amended.

 

2.06. “Disability” means:

 

 

 

In the event of any dispute under this Section 2.06, the Eligible Executive shall submit to a physical examination by a licensed physician mutually satisfactory to the Company and the Eligible Executive, the cost of such examination to be paid by the Company, and the determination of such physician shall be determinative.

 

2.07. “Eligible Executive” means the members of the Company’s Senior Leadership Team (as defined below) and any other executives designated by the Board of Directors as eligible to participate in this Plan, in each case who have delivered to the Company, within thirty (30) days of being presented therewith or such other timeframe as may be specified by the Board of Directors

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on a uniform basis, a signed Participation Agreement in substantially the form attached hereto as Appendix A that has been countersigned by the Company. Provided, that Eligible Executive does not include the Company’s CEO or CFO for so long as such executive retains a separate employment agreement with the Company.

 

2.08. “Good Reason” means the occurrence of any of the following events, except for the occurrence of such an event in connection with the termination of the Eligible Executive by the Company for Cause, for Disability, or for death:

 

 

 

 

 

However, Good Reason for an Eligible Executive’s termination of employment shall not be deemed to have occurred unless within thirty (30) days of the occurrence of the event or events that the Eligible Executive claims constitutes Good Reason, the Eligible Executive has given written notice to the Company of such event or events and the Company shall not have remedied the condition(s) within thirty (30) days of the receipt of the notice. The notice must identify the Eligible Executive and set forth in reasonable detail the facts and circumstances that Eligible Executive claims constitutes Good Reason.

 

2.09. “Involuntary Termination” means the termination of employment of an Eligible Executive initiated by the Company for other than Cause or Disability. For avoidance of doubt, an Eligible Executive shall not have an Involuntary Termination if he or she (i) voluntarily resigns; (ii) voluntarily retires; or (iii) has a termination of employment for Cause, because of Disability or because of death.

 

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2.10. “Senior Leadership Team” means the following senior executives that report directly to the Chief Executive Officer on a permanent basis: Chief Human Resources Officer, Chief Legal Officer, Chief Marketing and Sustainability Officer; Chief Operating Officer, and Chief Science and Technology Officer.

 

2.11. “Termination Date” means the Eligible Executive’s last date of employment with the Company.

 

ARTICLE 3

 

ELIGIBILITY AND BENEFITS

 

3.01. Eligibility. All Eligible Executives are eligible to participate in the Plan.

 

3.02. Sole Source of Severance or Change in Control Benefits. Except as provided in Section 1.03, all Eligible Executives shall be ineligible for any other severance or change in control plan or program maintained by the Company without regard to the eligibility provisions of such other severance or change in control plan or program. Provided, however, for avoidance of doubt, that any severance or change in control provisions contained in the Company’s 2020 Long-Term Incentive Plan (or any successor or replacement thereto) (the “LTIP Plan”) or in any equity award any Eligible Executive may have been granted by the Company ("Award") shall remain in full effect and any acceleration of vesting or other benefits upon severance or Change in Control shall be subject to the terms and conditions of such LTIP Plan or Award. Any other benefits payable to the Eligible Executive upon termination of employment (e.g., pay for accrued unused vacation or other fringe benefits) shall be determined under the applicable Company policy or applicable written agreement between the Eligible Executive and the Company.

3.03. Severance Benefits. An Eligible Executive who, other than in conjunction with or following a Change in Control as described in Section 3.04, (i) is Involuntarily Terminated by the Company for other than Cause, Disability or death or (ii) who resigns from employment with the Company for Good Reason will be entitled to the following severance payments (“Severance Benefits”):

 

(a) Twelve (12) months of continuation of Eligible Executive’s Base Salary payable in accordance with the Company’s regular payroll practices and subject to applicable federal and state withholding taxes or other withholdings required by law; and

 

(b) If the Eligible Executive elects to continue medical, dental and/or vision benefits under the Company’s group health plan(s) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay a portion of the the COBRA premium such that the Eligible Executive pays the same amount that an active employee would pay for the benefits continued until the first to occur: (A) the end of the twelve (12) month period following the date the Eligible Executive’s termination of employment becomes effective, (B) the date the Eligible Executive is no longer eligible for COBRA coverage for the applicable benefit or (C) the date the Eligible Executive becomes eligible for employee coverage under another employer’s

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group health plan(s) without regard to whether the Eligible Executive actually enrolls in such coverage, in which case the Eligible Executive may remain enrolled in COBRA coverage under the Company’s group health plan(s) for the applicable COBRA continuation period at his or her sole expense.

 

3.04. Change in Control Severance Benefits. An Eligible Executive (i) who is Involuntarily Terminated for other than Cause, Disability or death by the Company within three (3) months prior to or within twelve (12) months following a Change in Control or (ii) who resigns from employment with the Company for Good Reason within twelve (12) months following a Change in Control will be entitled to the following severance benefits (“Change in Control Severance Benefits”):

 

(a) Twenty four (24) months of continuation of Eligible Executive’s Base Salary payable in accordance with the Company’s regular payroll practices and subject to applicable federal and state withholding taxes or other withholdings required by law; and

 

(b) If the Eligible Executive elects to continue medical, dental and/or vision benefits under the Company’s group health plan(s) pursuant to COBRA, the Company will pay a portion of the the COBRA premium such that the Eligible Executive pays the same amount that an active employee would pay for the benefits continued until the first to occur: (A) the end of the twelve (12) month period following the date the Eligible Executive’s termination of employment becomes effective, (B) the date the Eligible Executive is no longer eligible for COBRA coverage for the applicable benefit or (C) the date the Eligible Executive becomes eligible for employee coverage under another employer’s group health plan(s) without regard to whether the Eligible Executive actually enrolls in such coverage, in which case the Eligible Executive may remain enrolled in COBRA coverage under the Company’s group health plan for the applicable COBRA continuation period at his or her sole expense.

 

For avoidance of doubt, in the event Change in Control Severance Benefits become payable to any Eligible Executive, they shall apply in lieu of, and expressly supersede, Severance Benefits under this Plan.

 

3.05. COBRA. Any obligation by the Company under this Plan to pay premiums for COBRA coverage shall apply with respect to the tier of coverage and plan type that the Eligible Executive had in place as of his or her Termination Date (e.g., single, single + 1, family, etc.). If during the period of the Eligible Executive’s COBRA continuation the Eligible Executive increases the tier of coverage to a higher tier of coverage (e.g., going from single to family coverage), the Company shall not increase its premium subsidy above the premium required for the tier of coverage in place as of the Eligible Executive’s Termination Date. If during the period of the Eligible Executive’s COBRA continuation the Eligible Executive decreases the tier of coverage to a lower tier of coverage (e.g., going from family to single coverage), the Company shall decrease its premium subsidy to the subsidy applicable to the lower tier of coverage and shall not thereafter increase the subsidy for any later increases in the tier of coverage. Notwithstanding the foregoing, the

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Company’s obligation to pay the premium for an Eligible Executive’s COBRA coverage shall not apply to coverage under a medical flexible spending account.

 

3.06. Release Required. Payment of any Severance Benefits or Change in Control Severance Benefits under this Plan is expressly conditioned upon the Eligible Executive signing, returning to the Company and not revoking a release of all claims against the Company, successor and/or related parties (“Release”) in the form prepared by the Company in its reasonable discretion. The Release shall release the Company and its predecessors, successors and affiliates, and their directors, officers, Eligible Executives, agents and other related parties from all liabilities in connection with the Eligible Executive’s relationship with the Company and/or the Company’s successor. The Release may also include reasonable noncompete obligations, other reasonable restrictive covenants, confidentiality provisions, nondisparagement provisions and other reasonable obligations. Where the period of time during which an Eligible Executive may considered whether to sign and revoke the Release spans two separate tax years, Severance Benefits or Change in Control Severance Benefits will not become payable until the second taxable year, subject to all terms and conditions of this Plan.

 

3.07. Timing of Payments. Any Base Salary payments under this Plan will begin on the first payroll date after the Release becomes irrevocable. Any COBRA subsidy payments under this Plan will begin on the first payroll date corresponding with the COBRA premium due date after the Eligible Executive elects COBRA coverage and after the Release becomes irrevocable.

 

3.08 Recoupment Policy. The payments and benefits under this Plan shall be subject to recovery under any clawback, recovery or recoupment policy which the Company may adopt from time to time, including without limitation the Company’s existing recoupment policy and any policy which the Company may be required to adopt under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law and the rules and regulations of the Securities and Exchange Commission thereunder or the requirements of any national securities exchange on which the Company’s common stock is listed.

 

3.09. Code Section 409A. Although the Company does not guarantee the tax treatment of any payments under the Plan, the intent of the Company is that the payments and benefits under the Plan be exempt from, or comply with, Code Section 409A and all Treasury Regulations and guidance promulgated thereunder (“Code Section 409A”) and to the maximum extent permitted the Plan shall be limited, construed and interpreted in accordance with such intent. To this end, Base Salary continuation payments under the Plan are intended to be exempt for Code Section 409A pursuant to either the separation pay exemption under Treasury Regulation Section 1.409A-1(b)(9)(ii) or as short term deferrals under Treasury Regulation Section 1.409A-1(b)(4) and, for purposes of such exemptions, each payment under the Plan shall be considered a separate payment. If an Eligible Executive is deemed on his or her termination date to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B), then with regard to any payment or provision of any benefits that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of “separation from service” and which becomes payable under the terms of the Plan within six (6) months following such separation from service, then, to the extent required by Code Section 409A, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the day after the expiration of the six-month period measured from the date of

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such “separation from service” of the Eligible Executive, and (ii) the date of the Eligible Executive’s death. Upon expiration of the six-month delay period, all payments and benefits delayed pursuant to this provision (which would otherwise have been paid in a single sum or installments in the absence of such delay) shall be paid or reimbursed to the Eligible Executive in a lump sum without interest, and all remaining payments and benefits due under this Plan shall be paid or provided in accordance with the normal payment dates specified for them herein. In no event whatsoever will the Company or its affiliates or their respective officers, directors or Eligible Executives or agents be liable for any additional tax, interest or penalties that may be imposed on an Eligible Executive by Code Section 409A or damages for failure to comply with Code Section 409A.

 

3.10. Additional Limitation. Notwithstanding anything else in this Plan, in the event that the payment of a Severance Benefits or Change in Control Severance Benefits would constitute an “excess parachute payment” or a “parachute payment” as defined in Code Section 280G or Code Section 4960, as applicable, and would, but for this Section 3.10, result in imposition on the Eligible Executive of an excise tax under Code Section 4960 or Code Section 4999, as applicable, then such Severance Benefits or Change in Control Benefits shall be reduced (but not below zero) so that the sum of such Severance Benefits or Change in Control Severance Benefits shall be $1.00 less than the amount that would subject the Eligible Executive to any such excise tax.

 

 

ARTICLE 4

 

ADMINISTRATION

 

4.01. General. The Plan will be administered by the Board of Directors of the Company, provided that the Board of Directors may delegate administration to one of its committees.

 

4.02. Powers. The Company will have full power, discretion and authority to interpret, construe and administer the Plan and any part hereof, and such interpretation and construction hereof, and any actions hereunder, will be binding on all persons for all purposes. The Company, in fulfilling its responsibilities may (by way of illustration and not of limitation) do any or all of the following:

 

 

 

 

 

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ARTICLE 5

 

CLAIM FOR BENEFITS UNDER THIS PLAN

 

5.01. Claims for Benefits under this Plan. If an Eligible Executive believes that he or she should have been eligible to participate in the Plan or disputes the amount of benefits he or she receives under the Plan, he or she may submit a claim for benefits in writing to the Company within sixty (60) days after his or her termination of employment. If such claim for benefits is wholly or partially denied, the Company will within a reasonable period of time, but no later than ninety (90) days after receipt of the written claim, notify the claimant of the denial of the claim. If an extension of time for processing the claim is required, the Company may take up to an additional ninety (90) days, provided that the Company sends the claimant written notice of the extension before the expiration of the original ninety (90) day period. The notice provided to the claimant will describe why an extension is required and when a decision is expected to be made. If a claim is wholly or partially denied, the denial notice: (1) will be in writing, (2) will be written in a manner calculated to be understood by the individual, and (3) will contain (a) the reasons for the denial, including specific reference to those plan provisions on which the denial is based; (b) a description of any additional information necessary to complete the claim and an explanation of why such information is necessary; (c) an explanation of the steps to be taken to appeal the adverse determination; and (d) a statement of the claimant’s right to bring a civil action under section 502(a) of ERISA following an adverse decision after appeal. The Company will have full discretion consistent with their fiduciary obligations under ERISA to deny or grant a claim in whole or in part. If notice of denial of a claim is not furnished in accordance with this section, the claim will be deemed denied and the claimant will be permitted to exercise his rights to review pursuant to Sections 5.02 and 5.03.

 

5.02. Right to Request Review of Benefit Denial. Within sixty (60) days of the claimant’s receipt of the written notice of denial of a claim, the claimant may file a written request for a review of the denial of the claimant’s claim for benefits. In connection with the claimant’s appeal of the denial of his or her benefit, the claimant may submit comments, records, documents, or other information supporting the appeal, regardless of whether such information was considered in the prior benefits decision. Upon request and free of charge, the claimant will be provided reasonable access to and copies of all documents, records and other information relevant to the claim.

 

5.03. Disposition of Claim. The Company will deliver to the claimant a written decision on the claim promptly, but not later than sixty (60) days after the receipt of the claimant’s written request for review, except that if there are special circumstances which require an extension of time for processing, the sixty (60) day period will be extended to one hundred and twenty (120) days; provided that the appeal reviewer sends written notice of the extension before the expiration of the

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original sixty (60) day period. If the appeal is wholly or partially denied, the denial notice will: (1) be written in a manner calculated to be understood by the individual, (2) contain references to the specific plan provision(s) upon which the decision was based; (3) contain a statement that, upon request and free of charge, the claimant will be provided reasonable access to and copies of all documents, records and other information relevant to the claim for benefits; and (4) contain a statement of the claimant’s right to bring a civil action under section 502(a) of ERISA.

 

5.04. Exhaustion. A claimant must exhaust the Plan’s claims procedures prior to bringing any claim for benefits under the Plan in a court of competent jurisdiction. No lawsuit shall be brought against the Plan or the Company after one hundred and eighty (180) days from receipt of the final decision on a claim appeal.

 

 

ARTICLE 6

 

MISCELLANEOUS

 

6.01. Successors.

 

 

 

6.02. Creditor Status of Eligible Executive. In the event that any Eligible Executive acquires a right to receive payments from the Company under the Plan, such right will be no greater than the right of any unsecured general creditor of the Company.

 

6.03 Non-Alienation of Benefits. Benefits payable under this Plan shall not be subject to any kind of anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, before actually being received by the Eligible Executive, and any such attempt to dispose of any right to benefits payable under this Plan shall be void.

 

6.04. Facility of Payment. If it is found that (a) an Eligible Executive entitled to receive any payment under the Plan is physically or mentally incompetent to receive such payment and to give

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a valid release therefor, and (b) another person or an institution is then maintaining or has custody of such Eligible Executive, and no guardian, committee, or other representative of the estate of such person has been duly appointed by a court of competent jurisdiction, the Severance Payment or Change in Control Severance Benefits may be paid to such other person or institution referred to in (b) above, and the release will be a valid and complete discharge for the payment.

 

6.05. Notices. All notices and other communications under this Plan shall be in writing and delivered by hand, by a nationally recognized delivery service that promises overnight delivery, or by first-class registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

 

If to the Eligible Executive, at his or her most recent home address on file with the Company.

 

If to the Company:

 

Danimer Scientific, Inc.

Attention: Chief Executive Officer

140 Industrial Boulevard

Bainbridge, Georgia 39817

 

With a copy to:

 

Danimer Scientific, Inc.

Attention: Chief Legal Officer

140 Industrial Boulevard

Bainbridge, Georgia 39817

 

or to such other address as either party shall have furnished to the other in writing. Notice and communications shall be effective the day of receipt if delivered by hand or electronically, the second business day after deposit with an overnight delivery service if so deposited, or the fifth business day after mailing in the case of first class registered or certified mail.

 

6.06. Headings. The headings of the Plan are inserted for convenience and reference only and shall have no effect upon the meaning of the provisions hereof.

 

6.07. Choice of Law. The Plan shall be construed, regulated and administered under the laws of Georgia (excluding the choice-of-law rules thereto), except that if any such laws are superseded by any applicable Federal law or statute, such Federal law or statute shall apply.

 

6.08. Amendment and Termination. The Company reserves the right to amend, modify or terminate the Plan at any time. Provided, however, that any such amendment, modification or termination that adversely affects the rights of an Eligible Executive to receive Severance Benefits or Change in Control Severance Benefits may not be made without the written consent of such Eligible Executive. Notwithstanding the foregoing, the Company may amend the Plan as necessary to comply with Code Section 409A without obtaining consent of an Eligible Executive.

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6.09. Whole Agreement. This Plan contains all the legally binding understandings and agreements between the Eligible Executive and the Company pertaining to the subject matter thereof and supersedes all such agreements, whether oral or in writing, previously entered into between the parties.

 

6.10. No Contract of Employment. Nothing in this Plan shall be construed as giving any Eligible Executive any right to be retained in the employ of the Company or any of its subsidiaries.

 

6.11. Withholding Taxes. All payments made under this Plan will be subject to reduction to reflect taxes required to be withheld by law.

 

6.12. No Assignment. The rights of an Eligible Executive to payments or benefits under this Plan shall not be made subject to option or assignment, either by voluntary or involuntary assignment or by operation of law, including (without limitation) bankruptcy, garnishment, attachment or other creditor’s process, and any action in violation of this Section 6.12 shall be void.

 

WHEREAS, Danimer Scientific hereby adopts this Executive Severance and Retention Plan this 9th day of May, 2024.

 

 

By: /s/ Stephen E. Croskrey

Stephen E. Croskrey

Chief Executive Officer

 

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APPENDIX A

 

DANIMER SCIENTIFIC

EXECUTIVE SEVERANCE AND RETENTION PLAN

 

PARTICIPATION AGREEMENT

 

This PARTICIPATION AGREEMENT ("Participation Agreement") is entered into as of _______________, 20_____, between Danimer Scientific, Inc. (the "Company") and ______________________________ (the "Eligible Executive") (jointly the "Parties") pursuant to which the Eligible Executive accepts participation in the Danimer Scientific Executive Severance and Retention (the "Plan") subject to the terms and conditions of this Participation Agreement and the Plan as amended from time to time.

 

In exchange for Eligible Executive's continued employment, participation in the Plan and other good and valuable consideration, Eligible Executive agrees to comply with all terms and conditions of the Plan and the following:

 

 

 

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(ii) assist others in engaging in any Competitive Activity within the Prohibited Territory; provided, however, that nothing in this Section 1(b) shall restrict Eligible Executive from the passive ownership of two percent (2%) or less of the publicly traded securities of any entity.

 

(c) Nonsolicitation. Eligible Executive covenants and agrees that unless specifically authorized by the Company in writing, during the Noncompete Period and within the Prohibited Territory, Eligible Executive shall not:

 

 

 

 

 

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2. Corporate Opportunities. During Eligible Executive's employment with the Company, Eligible Executive shall bring all investment or business opportunities to the Company

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of which the Eligible Executive is aware and which Eligible Executive believes are, or would reasonably be, within the scope and objectives of the business of the Company and its Business Affiliates. If Eligible Executive is engaged in or associated with the planning or implementing of any project, program or venture involving the Company or its Business Affiliates and any third parties, all rights in such project, program or venture shall belong exclusively to the Company (or the third party, to the extent provided in any agreement between the Company and the third party). Except as formally approved in advance and in writing by the Company, Eligible Executive shall not be entitled to any interest in such project, program or venture or to any commission, finder's fee or other compensation in connection therewith other than the salary or other compensation to be paid to Eligible Executive as provided in this Agreement.

 

 

 

 

 

 

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IN WITNESS WHEREOF, the Company and the Eligible Executive have executed this Participation Agreement as of the date first written above.

 

ELIGIBLE EXECUTIVE

 

 

(signature)

 

 

DANIMER SCIENTIFIC, INC.

 

 

By:

 

(print name)

 

Its:

 

 

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SCHEDULE 1

 

DEFINITIONS

 

Capitalized terms in the Participation Agreement that are not defined in Article 2 of the Plan shall have the following meanings:

 

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v3.24.1.1.u2

Document And Entity Information	May 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 09, 2024
Entity Registrant Name	DANIMER SCIENTIFIC, INC.
Entity Central Index Key	0001779020
Entity Emerging Growth Company	false
Entity File Number	001-39280
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-1924518
Entity Address, Address Line One	140 Industrial Boulevard
Entity Address, City or Town	Bainbridge
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	39817
City Area Code	229
Local Phone Number	243-7075
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common stock, $0.0001 par value per share
Trading Symbol	DNMR
Security Exchange Name	NYSE

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