Upon a Qualifying Termination, Dr. Khan will be eligible to receive (i) his unpaid Base Salary through the date of termination (the “Termination Date”); (ii) an amount equal to the actual annual cash bonus amount to which he would be entitled with respect to the calendar year in which the Termination Date occurs, determined based on achievement of the performance objectives specified in Dr. Khan’s bonus plan for such year, as determined by the Board or the Compensation Committee in its sole discretion, which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date; (iii) an amount equal to one times the target annual cash bonus amount to which Dr. Khan would be entitled with respect to the calendar year in which the Termination Date occurs, determined as if all of the performance objectives specified in Dr. Khan’s bonus plan for such year have been achieved at the target level, whether or not such objectives actually have been achieved as of the Termination Date; (iv) an amount equal to 12 months of his Base Salary as in effect on the Termination Date (such 12-month period, the “Severance Period”); (v) payment of the annual cash bonus for the prior year, to the extent not previously paid; (vi) payment in respect of any unused paid time off and sick pay of Dr. Khan, in such amounts as have accrued as of the Termination Date, and reimbursement of any business expenses incurred by Dr. Khan but not reimbursed prior to the Termination Date; and (vii) reimbursement for the cost of any COBRA (as defined in the Employment Agreement) premiums incurred by him during the Severance Period. Upon a Qualifying Termination, all equity and equity-based awards granted to Dr. Khan prior to the Termination Date (the “Equity Awards”) shall be treated as set forth below: (A) the Equity Awards subject to time-based vesting requirements will be deemed fully vested on the Termination Date; and (B) the Equity Awards subject to performance-based vesting requirements will remain outstanding and eligible to vest based on actual achievement of the applicable performance conditions, subject to the terms and conditions set forth in the applicable award agreement and/or governing documentation.
The foregoing description of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement, a copy of which is attached as Exhibit 10.1 and incorporated by reference herein.
John Hollinsworth Retirement
On March 23, 2024, the Company announced that John S. Hollinsworth will retire from his position as the Company’s Executive Vice President of Operations effective June 30, 2024. In connection with his retirement from the Company, the Company entered into a separation and consulting agreement (the “Hollinsworth Separation and Consulting Agreement”) with Mr. Hollinsworth. Pursuant to the Hollinsworth Separation and Consulting Agreement, Mr. Hollinsworth will make himself available to provide transition advisory services during the period immediately following Mr. Hollinsworth’s resignation and ending on December 31, 2024 in exchange for a monthly payment of $10,000. In addition, Mr. Hollinsworth will remain eligible to earn an annual cash bonus for the 2024 performance year, determined based on actual performance achievement, as determined by the Board or the Compensation Committee in its sole discretion, which amount shall be prorated based on the actual number of days elapsed during the 2024 calendar year prior to Mr. Hollinsworth’s resignation.
The foregoing description of the Hollinsworth Separation and Consulting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Hollinsworth Separation and Consulting Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated by reference herein.
