Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(d)
On July 16, 2021, the Board of Directors (the "Board") of Biocept, Inc. (the
"Company") increased the authorized number of directors on the Board from seven
to nine, and appointed Linda Rubinstein as a Class I director of the Company to
fill one of the newly created vacancies, effective immediately, with a term of
office expiring at the 2023 annual meeting of stockholders, and Antonino Morales
as a Class II director of the Company to fill the other newly created vacancy,
effective immediately, with a term of office expiring at the 2024 annual meeting
of the stockholders.
Pursuant to the Company's non-employee director compensation policy (the
"Compensation Policy"), Ms. Rubinstein and Mr. Morales will each receive an
annual cash retainer of $30,000 for service on the Board. In addition, each was
granted a stock option to purchase 10,000 shares of the Company's common stock
on the date of their appointment to the Board. Each of the stock options vests
annually over a three year period. The Compensation Policy also provides for
further automatic annual option grants to purchase 10,000 shares of the
Company's common stock on the date of each annual meeting of stockholders, which
vest in full on the one-year anniversary of the date of grant. Each of the
option grants described above will become fully vested in the event of a change
in control (as defined in the Company's equity incentive plan). Each of Ms.
Rubinstein and Mr. Morales has also entered into the Company's standard form of
Indemnification Agreement with its directors and officers.
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