TerraVia Holdings, Inc. (NASDAQ:TVIA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02(d) Compensatory Arrangements of Certain Officers.

On August 2, 2017, TerraVia Holdings, Inc. (the “Company”), and certain of the Company’s wholly owned domestic subsidiaries (collectively, the “Debtors”) filed voluntary petitions under chapter 11 of title 11 of the United States Code (the “Bankruptcy Filing”). In connection with the Bankruptcy Filing, on August 17, 2017, the Debtors filed a motion (the “Motion”) seeking entry of an order authorizing and approving the Debtors’ key employee incentive plan (the “KEIP”). On August 30, 2017, the United States Bankruptcy Court for the District of Delaware entered an order approving the KEIP and the implementation thereof.

The KEIP provides for bonuses that are payable to the Company’s named executive officers and the other participants therein in the event of a sale of all or substantially all of the assets or equity interests of the Debtors that results in Total Noteholder Consideration (as defined below) of at least $21 million. The total bonus pool is equal to $500,000 plus 3% of the Total Noteholder Consideration in excess of $21 million; provided that the bonus pool cannot exceed $3,500,000. The bonus pool will equal $0 (and therefore no bonuses will be payable) if the Total Noteholder Consideration is less than $21 million. The bonus percentages for the named executive officers in aggregate comprise 76% of the bonus pool, with a breakdown as follows: Apu Mody – 22%; Tyler Painter – 18%; Peter Licari – 18%; and Paul Quinlan – 18%.

For the purposes of the KEIP, “Total Noteholder Consideration” means the total consideration distributable to the holders of the Company’s senior subordinated convertible notes on account thereof, as agreed to in good faith by the Company and the required debtor-in-possession lenders at the close of the auction of the Company (which shall be, for the avoidance of doubt, net of administrative expenses, including professional fees).

The above is a brief description of the material terms of the KEIP. The description does not purport to be complete and is qualified in its entirety by reference to the KEIP, which is filed as Exhibit 10.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

TerraVia Holdings, Inc. Exhibit
EX-10.1 2 tvia2017-09x07exx101.htm EXHIBIT 10.1 Exhibit TERRAVIA HOLDINGS,…
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