Howard and Co. are setup for all scenarios.....Let's keep in mind that Howard (and the CFO, etc.) have set themselves up for a pretty lush payout for most upcoming scenario's....... this is what happens when the "compensation committee" is controlled by those getting compenstated. Pigs at the trough - they should spend more time on getting the shareprice where it needs to be vs. setting up their golden parachuts.
Consulting Agreements and Employment Agreements Howard Verrico
The Company entered into a consulting agreement with Dr. Verrico dated June 26, 2015 (the “Verrico Agreement”), for an indefinite term, pursuant to which Dr. Verrico receives a salary of $161,280 per annum, payable in equal monthly instalments of $13,440 plus GST. Dr. Verrico may also receive discretionary cash bonuses as determined by the Company. Dr. Verrico is entitled to receive stock option grants, which are to be recommended by the Compensation Committee and approved by the Board at the time of grant. If Dr. Verrico’s position with the Company is terminated by the Company without cause or if the Verrico Agreement is terminated by Dr. Verrico for good reason (as those terms are defined in the Verrico Agreement), the Company shall pay Dr. Verrico, at the termination date, a lump sum cash amount equal to two times the annual compensation paid to Dr. Verrico immediately preceding such termination. In addition, all non-vested share options granted to Dr. Verrico shall immediately and fully vest on the termination date and may be exercisable for one year thereafter. The Company may terminate the Verrico Agreement and Dr. Verrico’s position with the Company for cause at any time without notice or compensation. In the event Dr. Verrico resigns or the Company terminates Dr. Verrico’s position within 12 months after a change of control of the Company, Dr. Verrico will receive a lump sum payment of two times the annual compensation then payable under the Verrico Agreement and all non-vested share options shall immediately and fully vest and be exercisable for one year thereafter. A change of control is defined as: the acquisition by any person or group of 50% of the outstanding Shares of the Company; the removal by resolution of shareholders of more than 51% of the then incumbent directors of the Company; the election of a majority of directors to the Board who were not nominees of the Company’s Board immediately preceding such election; consummation of a sale of all, or substantially all, of the assets of the Company; or the consummation of a reorganization, merger or other transaction which has substantially the same effect. In addition to all change of control payments under the Verrico Agreement, if the change of control results in a buyout, on the closing of the buyout, Dr. Verrico will receive a cash bonus equal to 1.4% of the transaction value of the buyout. A “buyout” means (i) the acquisition by any person or group acting in concert which totals for the first time 66.67% of the outstanding Shares of the Company; or (ii) the consummation of a sale of all or substantially all of the assets of the Company, or (iii) the consummation of a reorganization, merger or other transaction which has substantially the same effect