Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Compensatory Arrangements of Certain Officers.
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The following is a summary of the compensation arrangements set forth in each employment agreement described above:
Initial Restricted Executive Title Annual Base Salary Stock Grant in Shares Daniel L. Hodges Chairman and Chief Executive$150,000 300,000 Officer John E. Howell President$150,000 300,000 Dr. Dustin McIntire Chief Technology Officer$150,000 200,000
As an incentive to commence employment with us, pursuant to such agreements, we
issued to each of Messrs. Hodges and Howell a restricted stock award of 300,000
shares of common stock, and to
Under each of these employment agreements, the executive will be entitled to severance in the event we terminate his employment without Cause (as defined in the employment agreement) or he resigns from his employment for Good Reason (as defined in the employment agreement). The severance amount for each executive would be (i) his pro rata base salary through the date of termination, (ii) a severance amount equal to six month's salary if such termination is done within the first year and (iii) a severance amount equal to 12 month's salary if such termination occurs thereafter.
In connection with the execution of his employment agreement, each executive also executed our standard employee agreements containing customary confidentiality restrictions and work-product provisions, as well as customary non-competition covenants and non-solicitation covenants with respect to our employees, consultants and customers.
The foregoing summary of the employment agreements of Messrs. Hodges and Howell
and
Compensatory Arrangements of Directors.
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Cash Compensation. Under such program, we will pay each non-employee director a
cash fee, payable quarterly, for service on our board of directors. For the
first calendar quarter a non-employee director serves on our board, he or she
will be paid a cash fee of
1
Committee Fees. If a non-employee director is designated to participate on a committee of our board of directors as either a chairperson or non-chairperson member, such director will be entitled to compensation in addition to the quarterly cash fee in accordance with the following table:
Chair Member Audit Committee$3,000 /qtr$1,500 /qtr Compensation Committee$2,000 /qtr$1,500 /qtr
Nominating & Governance Committee
Equity Awards. Each non-employee director will receive a one-time initial restricted stock award of 200,000 shares of our common stock, which shares shall vest in arrears in two equal tranches on the first and second anniversaries of service on our board. Each non-employee director shall also be eligible to receive grants of stock options, each in an amount designated by the compensation committee of our board of directors, from any equity compensation plan approved by the compensation committee of our board.
In addition to such compensation, we will reimburse each non-employee director for all pre-approved expenses within 30 days of receiving satisfactory written documentation setting out the expense actually incurred by such director. These include reasonable transportation and lodging costs incurred for attendance at any meeting of the our board of directors.
Item 5.03. Amendments to Articles of Incorporation or Bylaws? Change in Fiscal Year.
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A copy of the amendment to our Articles of Incorporation is attached hereto as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits.
The following exhibits are furnished herewith:
Exhibit No. Description 3.1 Certificate of Amendment to Articles of Incorporation datedDecember 10, 2019 . 10.1 Employment Agreement betweenDaniel L. Hodges and the Company, datedDecember 4, 2019 . 10.2 Employment Agreement betweenJohn E. Howell and the Company, datedDecember 4, 2019 . 10.3 Employment Agreement between Dr.Dustin McIntire , Ph.D. and the Company, datedDecember 4, 2019 . 2
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