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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 April 12, 2021, Sudarsan Srinivasan commenced employment with us as our Vice President of Engineering.

Prior to Atomera, Mr. Srinivasan served as Senior Director and Product Unit Head for Hardware Product Development, Management & Applications at Applied Materials, Inc. from December 2015 to March 2021. Prior to joining Applied Materials, Mr. Srinivasan served in various product management and product development positions for several semiconductor companies, including Fairchild Semiconductor International Inc., Lam Research Corp. and Intel. Mr. Srinivasan holds a bachelor’s in technology degree in metallurgical engineering from the Indian Institute of Technology (Madras) and a Ph.D. in Materials Science & Engineering from North Carolina State University.

Mr. Srinivasan will be paid a base annual salary of $300,000 and is eligible to receive an annual bonus of up to 40% of his base salary based on satisfaction of certain objectives established by our board of directors. Mr. Srinivasan’s employment terms also include standard health and vacation benefits. If Mr. Srinivasan’s employment is terminated by us without cause during the first two years, we will be required to pay Mr. Srinivasan a severance payment equal to six months of his base salary and reimburse Mr. Srinivasan for six months of certain health care costs. In connection with his employment, Mr. Srinivasan entered into an intellectual property assignment and confidentiality agreement that is customary in our industry.

In connection with his appointment, we also granted Mr. Srinivasan options to purchase up to 38,000 shares of our common stock at an exercise price of $23.75 per share. The options vest and first become exercisable over four years in equal quarterly installments, with a one-year cliff.

The foregoing description of Mr. Srinivasan’s terms of employment is not complete and is qualified in its entirety by reference to the full text of our offer letter dated March 26, 2021 with Mr. Srinivasan, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

We issued a press release on April 14, 2021 announcing our employment of Mr. Srinivasan. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.