target cash bonus, (iii) accelerated vesting of all equity awards that were assumed, continued or substituted by the surviving or acquiring corporation in the Change in Control and remain subject to time-based vesting conditions, if any, and (iv) the Conditional Benefits except the Severance Amount. During employment and for the one year period after termination, Mr. Andreeff is subject to non-solicitation and non-competition obligations.
Jeffrey S. Mathiesen
In connection with the company’s appointment of Mr. Mathiesen as Chief Financial Officer, Treasurer and Secretary on June 14, 2021, the Company entered into an Employment Agreement with Mr. Mathiesen (the “Mathiesen Employment Agreement”). The Mathiesen Employment Agreement has an initial term (the “Initial Term”) of three years beginning on June 14, 2021 and automatically renews for an additional one year period at the end of the Initial Term and each anniversary thereafter (a “Renewal Term”), provided that at least 90 days prior to the expiration of the Initial Term or any Renewal Term the Board does not notify Mr. Mathiesen of its intention not to renew.
The Employment Agreement entitles Mr. Mathiesen to, among other benefits, the following compensation:
An annual base salary of $335,000, reviewed at least annually;
An annual cash bonus in an amount of up to 40% of annual base salary, provided, that the Company may elect to pay up to 70% of any earned annual bonus in fully vested shares of Common Stock in lieu of cash;
Participation in equity-based long-term incentive compensation plans generally available to senior executive officers of the Company;
Participation in welfare benefit plans, practices, policies and programs (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) made available to other senior executive officers of the Company;
Prompt reimbursement for all reasonable expenses in accordance with the plans, practices, policies and programs of the Company; and
20 days of paid vacation, to be taken in accordance with the Company’s policies and practices.
Pursuant to the Mathiesen Employment Agreement, on June 14, 2021, Mr. Mathiesen was granted an option to purchase 103,000 shares of Common Stock under the 2018 Plan, at a per share exercise price equal to the closing price of Common Stock on the Nasdaq Capital Market on such date. The options have a 10 year term, and the shares subject to the options vest and become exercisable as follows, subject to Mr. Mathiesen’s continuous service with the Company or an affiliate through such vesting dates:
25% of the shares subject to the option vested immediately on the date of grant;
25% of the shares vest and become exercisable on the date that the Company completes a qualified equity financing yielding aggregate gross proceeds of at least $15,000,000 in a single transaction or a series of related transactions; and
of the remaining shares, 25% vest and become exercisable on the one year anniversary of the grant date, and the remainder vest in equal monthly installments on the last day of each full month over the next 36 months.
Pursuant to the Mathiesen Employment Agreement, on February 16, 2022, Mr. Mathiesen was granted an option to purchase 37,000 shares of Common Stock under the 2022 Plan, at a per share exercise price equal to the closing price of Common Stock on the Nasdaq Capital Market on such date. 6,170 shares of the stock option vested on June 30, 2022 and the remainder of the shares vests in a series of ten successive equal quarterly installments on the last day of each fiscal quarter beginning on September 30, 2022 such that all shares of the stock option will be fully vested on December 31, 2024.
Pursuant to the Mathiesen Employment Agreement, on September 13, 2022, Mr. Mathiesen was granted an option to purchase 18,000 shares of Common Stock under the 2022 Plan, at a per share exercise price equal to the closing price of Common Stock on the Nasdaq Capital Market on such date. The stock option vests in twelve equal successive quarterly amounts on the last day of each fiscal quarter beginning on September 30, 2022 such that all shares of the stock option will be fully vested on June 30, 2025.