Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 5.02 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
On June 22, 2022, Adamis Pharmaceuticals Corporation (the "Company") entered
into an employment agreement (the "Agreement") with David C. Benedicto, the
Company's Chief Financial Officer. Under the Agreement, the Company has agreed
to employ Mr. Benedicto as Chief Financial Officer. The Agreement provides for
an initial base salary at a rate of $330,000 per annum. Mr. Benedicto is
eligible to participate in benefit programs that are routinely made available to
officers, including any stock ownership plans or equity incentive plans, profit
sharing plans, incentive compensation or bonus plans, retirement plans,
Company-provided life insurance, or similar benefit plans maintained or
sponsored by the Company, including without limitation eligibility to receive an
annual cash bonus under the Company's Bonus Plan at the target percentage of
annual base salary applicable to his position. Mr. Benedicto is eligible to
receive such discretionary bonuses as the Board or the Compensation Committee of
the Board may approve, and the Board may in its discretion make discretionary
cash or equity payments, awards, changes in base salary, bonuses or other
payments to its officers. Mr. Benedicto is also eligible to participate in the
Company's employee health benefit plans, including medical, dental and vision.
The Agreement is terminable at any time by either party. Under the terms of the
Agreement, if the Company terminates Mr. Benedicto's employment, he will be
entitled to receive any unpaid prorated base salary along with all required
benefits and expense reimbursements. If Mr. Benedicto's employment is terminated
without cause or if he terminates his employment for Good Reason (as such terms
are defined in the Agreement), then conditioned on timely execution of a general
release and waiver, he is entitled to receive severance compensation at his
then-annual base salary rate for a period of nine months, and assuming
eligibility and timely elections pursuant to the Consolidated Omnibus Budget
Reconciliation Act, the Company will pay (subject to certain conditions and
limitations) the same portion of premiums for such coverage that it pays for
similarly-situated employees for the same level of group medical coverage, as in
effect as of the effective date of termination, for the period from the
effective date of termination through the earliest of nine months after the
effective date of termination or the date that Mr. Benedicto becomes eligible
for group medical care coverage through other employment. In addition, in the
event of a change in control, all unvested options held by Mr. Benedicto will
accelerate and be exercisable in full and any unvested shares will vest in full.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
10.1 Executive Employment Agreement between the Company and David C.
Benedicto dated as of June 22, 2022.
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