Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 30, 2020, the Compensation Committee of the Board of Directors of
NeuroMetrix, Inc. (the "Company") approved new employment agreements for Shai N.
Gozani, M.D., Ph.D., President and Chief Executive Officer of the Company and
Thomas T. Higgins, Senior Vice President and Chief Financial Officer of the
Company.
Effective as of January 1, 2021, Dr. Gozani's annual base salary of $415,000
will be paid in a combination of cash and either shares of the common stock,
$0.0001 par value per share, of the Company ("Common Stock") or options to
purchase Common Stock . During 2021, Dr. Gozani's cash compensation will be at
the amount required to meet employment standards of the Commonwealth of
Massachusetts and the employee's share of medical and other insurance benefits.
These are currently estimated to total approximately $25,000. Equity
compensation will provide the remainder of Dr. Gozani's base salary, in the
approximate amount of $390,000, valued based on a Black-Scholes pricing model.
Mr. Higgins' annual base salary of $325,000 will be paid in a combination of
cash and either shares of Common Stock or options to purchase Common Stock.
During 2021, Mr. Higgins' cash compensation will be $200,000 and equity
compensation will provide the remainder of his base salary, in the amount of
$125,000, valued based on a Black-Scholes pricing model. The cash to equity
blend of amounts payable for the base salary of each of the Chief Executive
Officer and the Chief Financial Officer will be reviewed annually by the
Compensation Committee. In addition, Dr. Gozani is eligible to receive an annual
performance bonus in an amount up to 62.5% of his base salary, and Mr. Higgins
is eligible to receive an annual performance bonus in an amount up to 50% of his
base salary, payable in cash or shares of Common Stock, as well as other
compensation as described in the respective employment agreements.
The descriptions above of the new employment agreements are qualified in their
entirety by reference to the forms of agreements attached hereto as exhibits.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.13.5 Employment Agreement dated December 30, 2020, by and between NeuroMetrix
Inc. and Shai N. Gozani, M.D., Ph.D.
10.14.4 Employment Agreement dated December 30, 2020, by and between NeuroMetrix
Inc. and Thomas T. Higgins
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