Exhibit 10.12
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of June 1, 2023 (the “Effective Date”), by and between Atossa Therapeutics Inc. (the “Company”) and Gregory Weaver (“Executive”).
WHEREAS, the Company wishes to employ Executive as the Executive Vice President and Chief Financial Officer of the Company and Executive wishes to work in such capacity; and
WHEREAS, the Company and Executive wish to enter into this Agreement on the terms and conditions set forth below.
NOW, THEREFORE, it is hereby agreed as follows
(a) Annual Bonus. During the Employment Term, Executive shall be eligible to receive an annual cash bonus based on performance objectives established by the Committee each year (the “Annual Bonus”). Executive’s target Annual Bonus amount will be the percentage of Base Salary designated as the target by the Committee, which annual target amount shall equal 45% of
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the Base Salary then in effect (the “Target Annual Bonus”). Notwithstanding the preceding, the Annual Bonus, if any, may be below (including zero), at, or above the target based upon the achievement of the performance objectives.
(b) Sign-on Bonus. Additionally, within 30 days from the Effective Date, the Company shall pay a one-time signing bonus in the amount of $125,000 (the “Sign-on Bonus”). In the event that Executive resigns his employment within 12 months from the Effective Date (other than for Good Reason) or if Executive is removed for Cause within 12 months from the Effective Date, then Executive shall repay a ratable portion of the Sign-on Bonus equal to the shortfall of such initial one-year service period (e.g., if resigning without Good Reason after 10 months, then repaying 16.7% of the Sign-on Bonus).
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Following such termination of Executive’s employment by the Company for Cause or resignation by Executive without Good Reason, except as set forth in this Section 7(a)(ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.
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Following Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b)(ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.
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Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or Executive’s resignation with Good Reason not within 30 days before or 12 months after a Change in Control, except as set forth in this Section 7(c)(ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.
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For purposes of this Agreement, “Change in Control” means the occurrence of one or more of the following events: (i) any “person” (as such term is used in Sections 3(a)(9) and 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”)) or “group” (as such term is used in Section 13(d)(3) of the Act), other than the Company or its subsidiaries or any benefit plan of the Company or its subsidiaries is or becomes a “beneficial owner” (as such term is used in Rule 13d-3 promulgated under the Act) of more than 50% of the Voting Stock of the Company; (ii) the Company transfers all or substantially all of its assets (unless the shareholders of the Company immediately prior to such transaction beneficially own, directly or indirectly, in substantially the same proportion as they owned the Voting Stock of the Company, all of the Voting Stock or other ownership interests of the entity or entities, if any, that succeed to the business of the Company or the Company’s ultimate parent company if the Company is a subsidiary of another corporation); or (iii) any merger, reorganization, consolidation or similar transaction unless, immediately after consummation of such transaction, the shareholders of the Company immediately prior to the transaction hold, directly or indirectly, more than 50% of the Voting Stock of the Company or the Company’s ultimate parent company if the Company is a subsidiary of another corporation. For purposes of this Change in Control definition, “Voting Stock” means securities or ownership interests of any class or classes having general voting power under ordinary circumstances, in the absence of contingencies, to elect the directors of a corporation, including securities that are convertible into voting stock (e.g., warrants and convertible preferred stock), even if subject to beneficial ownership blockers or other limits on the ability to acquire such securities. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive with Good Reason within 30 days before or 12 months after a Change in Control, except as set forth in this Section 7(c)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.
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If to the Company, addressed to:
Atossa Therapeutics Inc.
Attn: Chief Executive Officer
107 Spring Street
Seattle, WA 98104
If to Executive, to the address listed in the Company’s payroll records from time to time.
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[Signature Page Follows this Page]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Employment Agreement as of the Effective Date.
ATOSSA Therapeutics Inc.
/s/ Steven C. Quay
By: Steven C. Quay
Title: Chief Executive Officer
EXECUTIVE
/s/ Gregory Weaver
Gregory Weaver
Chief Financial Officer
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Appendix A
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