Rezolute Inc
For the period ended Jun 30, 2024. Filed Sep 19, 2024.
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FY2024 · Filed Sep 19, 2024
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Item 9B. Other Information
Exec utive Compensation Matters
Daron Evans Employment Agreement
On September 18, 2024, the Company entered into an employment agreement with its Chief Financial Officer, Mr. Daron Evans (the “Employment Agreement”). Pursuant to the Employment Agreement effective September 15, 2024, Mr. Evans was granted an increase of $185,000 to his yearly salary, making his base salary $460,000 annually. Mr. Evans is entitled to employee benefits and an annual performance bonus of up to 40% of his base salary, in addition to a discretionary bonus. If Mr. Evans’ employment is terminated by the Company for Cause or by Mr. Evans without Good Reason then he is entitled to (i) accrued, but unpaid salary through the effective date of his termination, (ii) any reimbursements owed for business expenses validly incurred on or prior to his, (iii) any earned but unpaid bonuses or other incentive payments approved by the Board of Directors but not paid, and (iv) any accrued but unpaid benefits due and owing to Mr. Evans
(the “Accrued Obligations”). Upon Mr. Evans’ termination without Cause, he will be entitled to the Accrued Obligations and a severance comprised of (i) 12 months’ salary, (ii) a pro-rata bonus payment equal to the pro-rata bonus amount of the bonus earned as of the date of termination without Cause, (iii) 12 months of COBRA premiums, collectively payable in equal monthly installments following his termination, and (iv) any granted but unvested stock options under any relevant Company stock option plan or agreement will have 12 months acceleration and an exercise period of 6 months following his termination. Further, if, within 12 months of a Change in Control Event Mr. Evans’ employment is terminated by the Company without Cause or by Mr. Evans with Good Reason, then he is entitled to receive the Accrued Obligations, and a severance comprised of (i) 18 months’ salary, (ii) a pro-rata bonus payment equal to the pro-rata bonus amount earned as of the date of termination, (iii) 18 months of COBRA premiums, collectively payable in equal monthly installments following the termination, and (iv) all of his granted but unvested stock options under any relevant company stock option plan or agreement will immediately vest and will also have an exercise period of 6 months following his termination without Cause. Mr. Evans and the Company had previously entered into an offer letter dated January 23, 2024 (the “Offer Letter”). The Employment Agreement replaces and supersedes in its entirety, any prior employment agreements or understandings between Mr. Evans and the Company including the Offer Letter. The definition of “Cause,” “Good Reason,” and “Change in Control Event” is found in the Employment Agreement, along with other material terms. The Employment Agreement is attached hereto as Exhibit 10.4.
Other Executive Compensation matters
In addition to entering into the Employment Agreement, the Company agreed to grant stock options to Mr. Evans for 100,000 shares of common stock pursuant to the Company’s 2021 Equity Incentive Plan (the “Options”). The Compensation Committee will grant Mr. Evans the Options following the Company’s blackout period.
Additionally, Nevan Elam, the Company’s Chief Executive Officer and Chairman, was granted an increase in his base salary. Mr. Elam is now entitled to an annual base salary of $ 625,000.
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