BIRD GLOBAL, INC. : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)


Item 5.02. resignations of directors or certain officers; election of directors; appointment of certain officers; Compensation Arrangements of Certain Officers.

Appointment and resignation of the Chief Executive Officer

On September 20, 2022, the Board of Directors (the "Board") of Bird Global, Inc.
(the "Company") appointed Shane Torchiana as President and Chief Executive
Officer of the Company, effective as of September 21, 2022 (the "Effective
Date"). Mr. Torchiana succeeds Travis VanderZanden, who stepped down as Chief
Executive Officer of the Company on September 21, 2022, and will continue to
serve as Chair of the Board.

Mr. Torchiana, 39, has served as the Company's President since June 2022. Prior
to that, Mr. Torchiana served in various roles at the Company, most recently as
Chief Operating Officer from January 2022 to June 2022 and as Senior Vice
President, Corporate Development & Strategy from January 2019 to January 2022.
Before joining Bird Rides, Inc. in 2018, Mr. Torchiana spent eight years at
Boston Consulting Group where he led client engagements in data and analytics,
strategy, and transformation efforts. Prior to Boston Consulting Group, he
worked in global macro investing at Eaton Vance, a subsidiary of Morgan Stanley
Investment Management. He holds an MBA from Columbia Business School and MFin
(Master of Finance) from MIT Sloan.

Appointment and resignation of the Chief Financial Officer

On September 20, 2022, the Board appointed Ben Lu as Chief Financial Officer of
the Company and designated Mr. Lu as principal financial officer, in each case,
effective as of the Effective Date. Mr. Lu succeeds Yibo Ling, who notified the
Company on September 19, 2022 of his intention to step down as Chief Financial
Officer of the Company, effective on the Effective Date.

Mr. Lu, 46, previously served as Chief Financial Officer of Archer Aviation from
August 2021 to February 2022. Prior to Archer, Mr. Lu served as Vice President,
Finance at Logitech International from May 2016 to July 2021, where he led a
global team responsible for Corporate FP&A, Investor Relations, Treasury, Global
Operations and Supply Chain Finance. Mr. Lu is a C.F.A charter holder and spent
nearly 20 years analyzing and investing in technology public equity companies
with firms, including Seligman Investments, UBS Securities, and J.P. Morgan. Mr.
Lu received a B.S. in Finance and Information Systems from New York University.

CFO Compensation Letter Agreement

In connection with his appointment described above, on the Effective Date, the
Compensation Committee of the Board (the "Committee") approved, and Bird has
entered into, a Compensation Letter Agreement ("Letter Agreement") with Mr. Lu.
The material terms of the Letter Agreement are described below.

Under the Letter Agreement, Mr. Lu is entitled to receive an annual base salary
of $500,000, pro-rated for partial years of employment. In addition, during
calendar years 2022, 2023 and 2024, Mr. Lu is eligible to earn annual and
quarterly cash performance bonuses based on the achievement of adjusted EBITDA,
free cash flow and net revenue goals. The maximum potential bonus opportunity
for Mr. Lu for a single calendar year is equal to $403,125.

Pursuant to Mr. Lu's Letter Agreement, Mr. Lu will be granted one or more awards
of restricted stock units ("RSUs") covering shares of the Company's Class A
Common Stock under the Company's 2021 Incentive Award Plan (the "2021 Plan").
The material terms and conditions of such awards are described below in the
section entitled, "CFO Equity Award."

In connection with entering into his Letter Agreement, Mr. Lu will be paid a
one-time cash signing bonus of $375,000 (the "Signing Bonus"), payable in a
lump-sum payment within 45 days following Mr. Lu's employment start date. Per
the terms of Mr. Lu's Letter Agreement, in the event that Mr. Lu's employment
with Bird is terminated for any reason other than due to a Qualifying
Termination (as defined below) or due to Mr. Lu's death or disability, prior to
the second anniversary of his start date, then: (i) 100% of the Signing Bonus
will be repayable if such termination occurs prior the first anniversary of the
start date and (ii) 50% of the Signing Bonus will be repayable if such
termination occurs on or after the first anniversary of the start date and prior
the second anniversary of the start date. Upon a Change in Control (as defined
in the 2021 Plan), if Mr. Lu remains in continued employment with Bird through
such Change in Control, the Signing Bonus no longer will be subject to the
foregoing repayment requirements.


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In addition, under the Letter Agreement, if Mr. Lu experiences a termination of
employment by Bird without "cause" or by him for "good reason" (each, as defined
in the applicable Letter Agreement) (a "Qualifying Termination"), then Mr. Lu
will receive:
a.a cash amount equal to 12 months of his annual base salary then in effect,
payable in substantially equal installments over the 12-month period following
the termination date;
b.company-subsidized healthcare coverage for up to 12 months following the date
of termination, at the same levels and same cost to him as in effect immediately
prior to the termination date; and
c.for Mr. Lu, all time-vesting equity awards then held by Mr. Lu will become
fully vested on an accelerated basis as of the termination date with respect to
the number of shares underlying the award that would have vested during the
12-month period following such termination date (had he remained employed during
such period, and calculated as though the award vests on a monthly basis from
the applicable vesting commencement date); in addition, if the Qualifying
Termination occurs during the 24-month period following a Change in Control, all
such equity awards will become fully vested as of the termination date.

The severance payments and benefits described above depend on this Mr. Lus timely exercise and non-revocation of the standard general release from all claims in a form prescribed by the Company.

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CFO Equity Award

On the Effective Date, Mr. Lu was granted an award of RSUs covering 2,500,000
shares of the Company's Class A Common Stock (the "RSU Award") under the 2021
Plan. The RSU Award will vest as to 1/12 of the total RSUs underlying the award
on each of the first 12 quarterly anniversaries of September 1, 2022, subject to
Mr. Lu's continued employment with Bird through the applicable vesting date.

Pursuant to Mr. Lu's Letter Agreement, Mr. Lu also is eligible to receive two
additional awards of RSUs, covering up to 1,500,000 shares of the Company's
Class A Common Stock (the "Performance-Vesting RSUs"). The Performance-Vesting
RSUs will be granted to Mr. Lu following the attainment of applicable stock
price goals at any time during the Performance Period (as defined in Mr. Lu's
Letter Agreement), as set forth in the following table. Once granted, the
Performance-Vesting RSUs will vest as to 1/6 of the total RSUs subject to the
applicable tranche on each quarterly anniversary of the date on which the
applicable stock price goal was achieved, subject to Mr. Lu's continued
employment with Bird through the applicable vesting date.

                                               Price Per Share
Vesting Tranche                                Goal              Number of 

Performance Vesting RSUs Granted

First Vesting Tranche                          $         2.50                                     1,000,000.00
Second Vesting Tranche                         $         5.00                                       500,000.00



The RSU award and RSUs with vesting for performance are subject to accelerated vesting provisions in connection with certain events, as described above under “Award Letter Agreement”.

The forgoing description of the Letter Agreement does not purport to be complete
and is qualified in its entirety by reference to the text of such agreement,
which is filed as Exhibit 10.1 to this Current Report and incorporated herein by
reference.

Other Executive Transitions

On September 20, 2022, the Board appointed Lance Bradley as Chief Technology
Officer of the Company, effective September 21, 2022. Mr. Bradley will oversee
all technology, engineering and product functions, including software, firmware,
hardware, and vehicle operations, as well as data, security, and information
technology. Justin Balthrop, formerly Chief Technology Officer, will transition
to Chief Product Officer, effective September 21, 2022.

On September 21, 2022, the Company and William Scott Rushforth agreed that Mr.
Rushforth would become a consultant to Bird Rides, Inc. ("Bird"), a subsidiary
of the Company, for a one-year period effective September 22, 2022. In

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connection with his transition, the company and Mr Rushforth agreed that he will no longer serve as the company’s chief vehicle officer, effective date
September 21, 2022.

Under an Advisor Agreement between Mr. Rushforth and Bird (the "Rushforth
Advisor Agreement"), Mr. Rushforth will receive the following payments and
benefits, subject to his continued service during the one-year consulting
period: (i) a $400,000 consulting fee; (ii) Company-paid COBRA premium payments;
and (iii) continued vesting of certain time-vesting Company equity awards held
by him. Under the Advisor Agreement, Mr. Rushforth will continue to be subject
to customary restrictive covenants. In addition, under a Separation and Release
Agreement between him and Bird (the "Rushforth Separation Agreement"), Mr.
Rushforth's Company stock options will remain exercisable for up to five years
following his employment separation date.

The foregoing description of the Rushforth Separation Agreement (together with the Rushforth Consultant Agreement attached thereto) is not intended to be exhaustive and is qualified in its entirety by reference to the text of this Agreement, which is filed as Exhibit 10.2 to this current report and herein by reference recorded.

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resignation of the director

On September 19, 2022, Nathaniel Justin Kan notified the Board that he would be stepping down as a Board member effective as of the Effective Date.

The Nominating and Corporate Governance Committee of the Board recommended that
Shane Torchiana fill the vacancy created by Mr. Kan's resignation. The Company
expects to seek stockholder approval for the election of Mr. Torchiana to the
Board, as required by the Company's certificate of incorporation, at or before
the next Annual Meeting of Stockholders.

Forward-Looking Statements

This Current Report contains forward-looking statements. We intend such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in Section 27A of the Securities Act of
1933 (as amended, the "Securities Act"), and Section 21E of the Securities
Exchange Act of 1934 (as amended, the "Exchange Act"). All statements other than
statements of historical facts contained in this Current Report may be
forward-looking statements. Forward-looking statements contained in this Current
Report include, but are not limited to, statements regarding the election of Mr.
Torchiana to the Board. We have based these forward-looking statements largely
on our current expectations. Forward-looking statements involve known and
unknown risks, uncertainties and other important factors that may cause our
actual results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by the
forward-looking statements, including, but not limited to, the important factors
discussed in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K
for the year ended December 31, 2021 ("2021 Form 10-K") and Part II, Item 1A.
"Risk Factors" in our Quarterly Report on Form 10-Q for the period ended June
30, 2022, and described from time to time in our future reports filed with the
Securities and Exchange Commission (the "SEC"). The forward-looking statements
in this Current Report are based upon information available to us as of the date
of this Current Report, and while we believe such information forms a reasonable
basis for such statements, these statements are inherently uncertain and
investors are cautioned not to unduly rely upon these statements. Except as
required by applicable law, we do not plan to publicly update or revise any
forward-looking statements contained in this Current Report, whether as a result
of any new information, future events or otherwise.
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Item 9.01 Financial Statements and Appendices.

(d) Exhibits


Exhibit
No.                            Description

  10.1                           Compensation Letter Agreement by and between Ben Lu and Bird
                               Rides, Inc., dated September 21, 2022
  10.2                           Separation and Release Agreement, by and between William Scott
                               Rushforth and Bird Rides, Inc., dated September 21, 2022
104                            Cover page Interactive Data File (embedded within Inline XBRL
                               document)


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