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The information included in this Item 5 is provided in lieu of filing such information on a Current Report on Form 8-K under Item 5.02.
+Added: Departure of Directors or Certain Officers;
+Added: Election of Directors;
+Added: Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers:
−Removed: Retention Bonus Award
−Removed: On May 7, 2022, Daniel Watson, our Executive Vice President of Sales for the United States and Canada, signed a retention agreement that states, “In recognition of your continued service with the Company through and until December 31, 2022 (the “Retention Period”), we are offering you a retention bonus in the amount of $371,196.54 less all applicable withholdings and deductions required by law (the “Retention Bonus”).
−Removed: This Retention Bonus will be payable within thirty (30) days from the end of the Retention Period.” Such retention agreement will be filed as an exhibit to the quarterly report on Form 10-Q for the quarter ending June 30, 2022.
+Added: On August 3, 2022, the Company’s indirect, wholly-owned subsidiary, HydraFacial LLC, f.k.a.
+Added: Edge Systems, LLC, and Indra Pamamull, the former President of APAC of the Company, entered into a Separation Agreement (the “Separation Agreement”) in connection with Ms.
+Added: Pamamull’s transition out of the Company.
+Added: The Separation Agreement is effective as of June 8, 2022 (the “Separation Date”).
+Added: Pursuant to the terms of the Separation Agreement, HydraFacial has agreed to (i) pay to Ms.
+Added: Pamamull cash consideration of (a) $12,641 Singapore dollars, which represents the prorated monthly salary for the month of June up to the Separation Date, (b) $21,392 Singapore dollars, which represents the prorated, accrued and unutilized paid annual leave up to the Separation Date, (c) $278,100 Singapore dollars, which represents severance payment equivalent to six months’ salary, (d) $18,180 Singapore dollars, which represents the amounts owed had Ms.
+Added: Pamamull taken part in the Central Provident Fund in
+Added: Singapore, (e) an amount equal to Ms.
+Added: Pamamull’s monthly base salary for up to six (6) months, or such shorter period thereof in the event that Ms.
+Added: Pamamull commences paid employment with any other entity, and (f) an amount equal to the pro-rata target bonus up to the Separation Date, and (ii) continue Ms.
+Added: Pamamull’s current health benefits for up to six (6) months after the Separation Date (collectively, the “Severance Payments”).
+Added: In consideration for the Severance Payments, Ms.
+Added: Pamamull has agreed to customary general releases and waivers in favor of the Company and HydraFacial, and customary post-employment covenants with respect to confidential information of the Company and HydraFacial.
+Added: The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
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8-K 001-39565 10.1 September 14, 2021
−Removed: Employment Agreement, dates as of January 20, 2022, between Andrew Stanleick, Edge Systems LLC d/b/a The HydraFacial Company and The Beauty Health Company
−Removed: 8-K 001-39565 10.1 January 20, 2022
+Added: Retention Agreement, dated May 7, 2022, between Daniel Watson and The Beauty Health Company
+Added: Separation Agreement, dated as of August 3, 2022, between Hyrdrafacial LLC and Indra Pamamull
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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** The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
+Added: *** Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)
# Management contract or compensatory plan or arrangement.
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THE BEAUTY HEALTH COMPANY
+Added: August 9, 2022
/s/ Andrew Stanleick
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(Principal Executive Officer)
+Added: August 9, 2022
/s/ Liyuan Woo
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.