Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) Departure
of Directors or Certain Officers.
By letter dated January 18,
2022, Jatinder S. Bhogal tendered his resignation (i) as a member and Chairman of the board of directors (the “Board”) of
SolarWindow Technologies, Inc. (the “Company”), (ii) as the Company’s Chief Executive Officer, and (iii) as to any and
all other positions he held, whether as an officer and/or director of the Company or of any of the Company’s direct or indirect
wholly-owned subsidiaries, effective as of midnight (Pacific Time) on January 18, 2022.
Mr. Bhogal advised the Company
that his resignation was not as a result of any disagreement between himself and the Company, its management, the Board or any committee
of the Board, as to any matter relating to the Company's operations, policies, or practices. Mr. Bhogal’s resignation has been accepted
by the Company.
Mr.
Bhogal will continue to serve as a consultant to the Company as described in Item 5.02(b) below.
In accordance with the requirements
of Item 5.02 of Form 8-K, the Company has provided Mr. Bhogal with a copy of the disclosures that it is making in response to this Item
5.02 and will provide Mr. Bhogal with the opportunity to furnish the Company, as promptly as possible, with a letter addressed to the
Company stating whether Mr. Bhogal agrees with the statements made by the Company in response to this Item 5.02 and, if not, stating the
respects in which he does not agree.
(b) Separation,
Consulting and Release of Claims Agreement
On
January 18, 2022 the Company, Mr. Bhogal, and Vector Asset Management, Inc., a British Columbia, Canada company through which Mr. Bhogal
provided consulting services to the Company (“VAMI”), entered into a Separation and Release of Claims Agreement (the
“Separation Agreement”) a copy of which is attached (in redacted form subject
to a confidential treatment request submitted to the Securities and Exchange Commission (“SEC”)) to
this Report on Form 8-K as Exhibit 10.1. All capitalized terms used in this Item 5.02(b), and not otherwise defined, shall have the meaning
ascribed thereto in the Separation Agreement
Pursuant to
the Separation Agreement:
(a) The Company,
in exchange for Mr. Bhogal’s general release and waiver of claims and agreement to provide consulting services (“Consulting
Services”) to the Company, the Company has agreed, among other things, on the Effective Date, to:
(1) pay
Mr. Bhogal, in addition to all amounts due him through the Separation Date, a Separation Fee in the amount of $204,000;
(2)
engage Mr. Bhogal as a consultant for the period commencing on the Effective Date and continuing through July 31, 2022 (the “Initial
Consulting Period”) for an aggregate fee of $34,000, payable in advance on the Effective Date. The Consulting Services will be limited
to legacy matters; Mr. Bhogal will not be providing any executive consulting services to the Company. Commencing on August 1, 2022, provided
the Company has not previously terminated the Consulting Services (as discussed below) Mr. Bhogal will continue to provide consulting
services regarding any legacy matters, on a month-to-month basis and will be paid a consulting fee of $100 per month until such time as
the Consulting Services is terminated (the “Extended Consulting Period”). During the Initial Consulting Term, the Company
may terminate the Consulting Services for any reason and VAMI and the Executive may terminate the Consulting Services only for Good Reason.
As used in the Separation Agreement, “Good Reason” means the termination of the
Consulting Services by the Executive within thirty (30) days following the expiration of any Company cure period (discussed below)
following the occurrence of a material breach of this Agreement by the Company. Notwithstanding the foregoing, the
Executive may not terminate the Consulting Services for Good Reason without first providing the Company with written notice of the acts
or omissions constituting the grounds for Good Reason within ten (10) days of the initial existence of the grounds for Good Reason
and a reasonable cure period of fifteen (15) Business Days following the date the Company receives such notice during which such condition
must not have been cured. If the Consulting Services have not been terminated by either the Company, on the one hand, or the Executive
on the other hand, then the Consulting Services shall continue in the Extended Consulting Period until terminated by either (i)
the Company upon one month’s written notice to the Executive or (ii) by the Executive or VAMI, upon one month’s written notice
to the Company;
(3) maintain
directors’ and officers’ insurance policies (the “D&O Insurance”), covering
the Executive, for a period of six years (or tail coverage for a comparable period) having such terms and conditions reasonably consistent
with the Company’s current D&O Insurance Policy; and
(4) amend the
terms and conditions of each of the stock option agreements between the Company and VAMI or the Executive, as the case may be (each
a “SOA”), pursuant to which VAMI or the Executive has an option to purchase shares of the Company’s common stock
(collectively, the “Options”) to provide for, to the extent not included the SOAs: (i) a “cashless” exercise
provision in the form typically included in the Company’s stock option agreements; (ii) an extension of the time during which
vested options may be exercised to and including the original expiration or termination date of the Option as set forth in the
applicable SOA.
The
foregoing description of the of the Strategic Agreement does not purport to be complete and is qualified in its entirety by reference
to the complete text of the Separation Agreement, a copy of which (in redacted form subject
to a confidential treatment request) is attached as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated by reference herein.
(b) Appointment
of Certain Officers. Mr. John Rhee, the Company’s President was appointed to serve as the Company’s Chief Executive
Officer and Chairman, effective immediately following the effective date and time of Mr. Bhogal’s resignation, and to serve in such
offices until such time as his successor shall have been duly appointed or his earlier termination or removal; he also will continue to
serve as the Company’s President. Mr. Rhee also will continue to serve as President of SolarWindow Asia Co., Ltd., an indirect wholly-owned
subsidiary of the Company, as a member of the Board, and as an officer and director of SolarWindow Asia (USA) Corp., the Company’s
wholly-owned subsidiary and parent company of SolarWindow Asia Co., Ltd.