EyePoint, Inc.
For the period ended Dec 31, 2025. Filed Mar 5, 2026.
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FY2025 · Filed Mar 5, 2026
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Item 9B. OTHER INFORMATION
Executive Employment Matters
On March 5, 2026, the Company and Jay S. Duker, M.D., the Company’s President and Chief Executive Officer, entered into a third amendment (Duker Amendment) to that certain Amended and Restated Employment Agreement, initially effective as of November 1, 2021 and previously amended on January 3, 2023 and July 10, 2023 (as amended, Duker Employment Agreement).
The Duker Amendment adjusted the severance benefits Dr. Duker is entitled to receive in connection with certain qualifying terminations of employment occurring within sixty (60) days prior to, or within eighteen (18) months following, the occurrence of a Change of Control (as defined in the Duker Employment Agreement), as follows: (i) from eighteen (18) months base salary from the date of termination to twenty-four (24) months base salary from the date of termination, (ii) from one and one-half (1.5) times Dr. Duker’s target bonus to two (2) times such target bonus and (iii) from up to eighteen (18) months to up to twenty-four (24) months of monthly payments equal to the portion of monthly health premiums paid by the Company on Dr. Duker’s behalf and that of Dr. Duker’s eligible dependents for Dr. Duker and Dr. Duker’s eligible dependents immediately preceding the date that Dr. Duker’s employment terminates, provided, that Dr. Duker timely elects continuation coverage under the federal law known as “COBRA” or similar state law. In addition, in the event that the severance benefits and other benefits provided for in the Duker Amendment or otherwise payable to Dr. Duker constitute “parachute payments” pursuant to Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and would be subject to excise taxes, then such benefits will either be delivered in full or delivered as to such lesser extent which would result in no portion of such severance benefits and other benefits being subject to excise taxes, whichever results in the receipt by the employee of the greatest amount of benefits on an after-tax basis (280G Provision).
On March 5, 2026, the Company and George O. Elston, the Company’s Executive Vice President and Chief Financial Officer, entered into an amendment (Elston Amendment) to that certain Amended and Restated Employment Agreement, initially effective as of January 3, 2023, by and between the Company and Mr. Elston (as amended, Elston Employment Agreement). The Elston Amendment adds the 280G Provision to the Elston Employment Agreement.
On March 5, 2026, the Company and Ramiro Ribeiro, M.D., Ph.D., the Company’s Chief Medical Officer, entered into an amendment (Ribeiro Amendment) to that certain Amended and Restated Employment Agreement, initially effective as of March 1, 2024, by and between the Company and Dr. Ribeiro (as amended, Ribeiro Employment Agreement). The Ribeiro Amendment adds the 280G Provision to the Ribeiro Employment Agreement.
The descriptions of the Duker Amendment, the Elston Amendment and the Ribeiro Amendment contained herein do not purport to be complete and are qualified in their entirety by reference to the complete text of the Duker Amendment, the Elston Amendment and the Ribeiro Amendment, copies of which are filed as Exhibits 10.22, 10.23, and Exhibit 10.24, respectively, to this Annual Report and are incorporated by reference herein.
Rule 10b5-1 Trading Arrangements
The Company permits officers and directors to adopt written trading plans, known as “Rule 10b5-1 trading arrangements”, as such term defined in Item 408(a) of Regulation S-K for the purchase or sale of the Company's securities, which are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
During the three months ended December 31, 2025, our executive officers and directors adopted, modified orterminated Rule 10b5-1 trading arrangements for the purchase or sale of our common stock as noted below:
| Name and Title of Director or Officer | Action | Date of Adoption | Duration of the Plan or Termination Date | Aggregate Number of Shares of Common Stock that may be Sold under the Plan |
|---|---|---|---|---|
| George O. ElstonExecutive Vice President and Chief Financial Officer | Adoption | December 19, 2025 | March 19, 2027 | 121,728 |
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