The foregoing is merely a summary of the material terms set forth in the Employment Agreement and DSU Agreement, and is qualified in its entirety by reference to the Employment Agreement, which is attached as Exhibit 10.1 hereto, and the DSU Agreement which is attached as Exhibit 10.2 hereto, each of which are incorporated herein by reference.
Retirement of Chief Executive Officer
In connection with his retirement, Dr. Shlevin entered into a Retirement Agreement with the Company dated August 31, 2020 (the “Retirement Agreement”) and a Consulting Agreement with the Company dated August 31, 2020 (the “Consulting Agreement”). The Retirement Agreement provides that Dr. Shlevin shall receive his base compensation through the separation date of September 2, 2020 plus a cash bonus for 2020 of $210,000 in lieu of any other bonuses. He shall be eligible to receive his portion of the “pharma deal achievement bonus” as established by the Board of Directors of the Company on May 22, 2018 in the event a transaction qualifying under such program were to occur during the term of the Consulting Agreement. In addition, Dr. Shlevin’s previously issued stock option awards under the Plan shall continue to vest so long as Dr. Shlevin provides consulting services to the Company under the Consulting Agreement. The Consulting Agreement has an initial term of one year, and for his services Dr. Shlevin shall receive payment of $432 per hour, but not less than $8,640 per month. The Consulting Agreement also includes certain intellectual property, assignment, and non-compete obligations by Dr. Shlevin.
The foregoing is merely a summary of the material terms set forth in the Retirement Agreement and Consulting Agreement, and is qualified in its entirety by reference to the Retirement Agreement, which is attached as Exhibit 10.3 hereto, and the Consulting Agreement which is attached as Exhibit 10.4 hereto, each of which are incorporated herein by reference.
On September 2, 2020, the Company issued a press release announcing the appointment of Mr. Lewis and Dr. Shlevin’s retirement, a copy of which is attached as Exhibit 99.1 hereto.
Expansion of the Board of Directors
On August 31, 2020, the Board approved an increase in the number of authorized directors on the Board from nine to eleven, and appointed Elissa J. Schwartz and Richard A. Zordani to fill the newly created directorships resulting from the increase in the number of authorized directors, with initial terms expiring at the 2020 annual meeting of stockholders of the Company. Mr. Zordani will serve as chair of the Audit Committee of the Board, where he will serve as the Audit Committee’s financial expert.
There are no arrangements or understandings between either of Dr. Schwartz or Mr. Zordani, on the one hand, and the Company or any other persons, on the other, pursuant to which either of Dr. Schwartz or Mr. Zordani was selected as a director. There are no related party transactions between the Company and either of Dr. Schwartz or Mr. Zordani (or any immediate family member thereof) requiring disclosure under Item 404(a) of Regulation S-K.
Pursuant to the Company’s cash compensation program for directors, non-employee directors of the Company receive an annual cash retainer of $35,000. As chair of the Audit Committee will receive an annual cash retainer of $15,000. For 2020, Dr. Schwartz and Mr. Zordani will receive a prorated part of the annual compensation.
Richard A. Zordani has been the Director of Shareholder Services at Uline, Inc. (a distributor of shipping, packaging and industrial supplies) since 2013. Prior to joining Uline, Mr. Zordani served as a Director and Vice President for Diversified Financial Management Corp. (Pritzker family office) where he advised on complex legal and tax structures for domestic and foreign entities and trusts from 2003 through 2013 and an Audit Manager for Altschuler, Melvoin & Glasser LLP (now RSM McGladrey) from 1996 through 2003. Mr. Zordani received his undergraduate degree from the University of Illinois at Urbana/Champaign and is a Registered CPA in the state of Illinois.
Elissa J. Schwartz, Ph.D. is a disease modeler who is currently a professor of biological sciences and mathematics at Washington State University (WSU). She received a PhD in Biomedical Sciences from Mount Sinai–NYU, a BA in Mathematics from UC Berkeley, and interdisciplinary postdoctoral training in Biomathematics and Biostatistics from UCLA. She is also affiliated with the WSU College of Veterinary Medicine in microbiology and pathology, and she is currently on the WSU COVID-19 modeling task force. Dr. Schwartz is the author of over 30 scientific publications on infectious disease, the immune response, and biological modeling. She serves on the
