Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 1, 2019, the board of directors (the "Board") of Akers Biosciences,
Inc. (the "Company") appointed Christopher C. Schreiber, a director of the
Company ("Schreiber"), as Executive Chairman of the Board of the Company. On
January 24, 2020 (i) the compensation committee of the Board independently
reviewed and approved entering into an executive chairman agreement with
Schreiber (the "Executive Chairman Agreement") and (ii) pursuant to such
approval, the Company and Schreiber entered into the Executive Chairman
Agreement.
Pursuant to the Executive Chairman Agreement, Mr. Schreiber shall continue to
serve as the Executive Chairman of the Board as long as he is a member of the
Board, or until termination of the Executive Chairman Agreement (as described
below) or upon his earlier death, incapacity, removal, or resignation.
Pursuant to the Executive Chairman Agreement, Schreiber is entitled to receive:
(i) an annual base salary of $300,000, payable monthly in equal installments,
paid retroactively as of November 1, 2019 (it being agreed that such fee shall
be inclusive of any fees associated with Schreiber's services as both a director
of the Company and in the capacity of Executive Chairman), (ii) employee
benefits including, health insurance, dental insurance, basic life and
accidental death and dismemberment insurance, long and short term disability
insurance and participation in the Company's 401(k) Plan, (iii) annual or other
bonuses in cash and/or in securities of the Company and/or otherwise, which
bonuses, if any, shall be awarded in the complete discretion of the Board or a
designated committee thereof and (iv) reimbursements for pre-approved reasonable
business-related expenses incurred in good faith in the performance of the
Schreiber's duties for the Company.
The Executive Chairman Agreement establishes an "at will" employment
relationship pursuant to which Schreiber serves as Executive Chairman. The
Company may terminate the Executive Chairman Agreement for any reason or no
reason, and Schreiber may voluntarily resign for any reason or no reason with
sixty (60) days' notice.
The Executive Chairman Agreement also provides that Schreiber may not compete
against the Company or solicit employees or customers from the Company for a
period of one (1) year after termination of the Executive Chairman Agreement or
his association with the Company for any reason.
The foregoing description of the Executive Chairman Agreement is a summary and
is qualified in its entirety by reference to the Executive Chairman Agreement,
which is attached hereto as Exhibit 10.1 and is incorporated by reference
herein.
(d) Exhibits.
Exhibit
No. Description
10.1 Executive Chairman Agreement, dated January 31, 2020.
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