Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
|
Korenko
Employment Agreement:
On
September 12, 2017, Advanced Medical Isotope Corporation (the “
Company
”) entered into an Employment Agreement
with Dr. Michael K. Korenko, the Company’s President and Chief Executive Officer (the “
Korenko Agreement
”),
which Korenko Agreement is to commence retroactively with an effective date of December 14, 2016, and which terminates on December
31, 2018 (the “
Termination Date
”). Under the terms of the Korenko Agreement, the Company may terminate Dr.
Korenko’s employment either with or without cause prior to the Termination Date, but in the event of a termination without
cause, Dr. Korenko shall be entitled to receive monthly payments of his base salary for a period of eighteen months thereafter.
The
Korenko Agreement also provides that the Company shall issue to Dr. Korenko 100,000 shares of Series A Preferred Stock in satisfaction
of past due compensation. For the period spanning December 14, 2016 to May 8, 2017, the annual base salary shall be $120,000.
From May 9, 2017 to the Termination Date, the annual base salary shall increase to $180,000;
provided, however
, that one
third of such increase shall be deferred until such time that the Company’s cash balance exceeds $2.0 million. In addition,
the Company shall issue to Dr. Korenko 4.0 million Restricted Stock Units under the Company’s 2015 Omnibus Securities and
Incentive Plan (the “
Incentive Plan
”), which shall serve as an employee bonus, and Dr. Korenko shall be eligible
to participate in a discretionary annual Executive Bonus Program.
A
copy of the Korenko Agreement is attached hereto as Exhibit 10.1, and is incorporated by reference herein.
Jolliff
Employment Agreement:
On
September 12, 2017, the Company entered into an Employment Agreement with Leonard B. Jolliff, the Company’s Chief Financial
Officer (the “
Jolliff Agreement
”), which Jolliff Agreement is to commence retroactively with an effective date
of January 1, 2017, and which shall terminate on the Termination Date. Under the terms of the Jolliff Agreement, the Company may
terminate Mr. Jolliff’s employment either with or without cause prior to the Termination Date, but in the event of a termination
without cause, Mr. Jolliff shall be entitled to receive monthly payments of his base salary for a period of eighteen months thereafter.
The
Jolliff Agreement also provides that the Company shall issue to Mr. Jolliff 83,279 shares of Series A Preferred Stock in satisfaction
of past due compensation. For the period spanning January 1, 2017 to May 8, 2017, the annual base salary shall be $120,000. From
May 9, 2017 to the Termination Date, the annual base salary shall increase to $150,000;
provided, however
, that one fifth
of such increase shall be deferred until such time that the Company’s cash balance exceeds $2.0 million. In addition, the
Company shall issue to Mr. Jolliff 2.2 million Restricted Stock Units under the Incentive Plan, which shall serve as an employee
bonus, and Mr. Jolliff shall be eligible to participate in a discretionary annual Executive Bonus Program.
A
copy of the Jolliff Agreement is attached hereto as Exhibit 10.2, and is incorporated by reference herein.
Disclaimer
The
foregoing description of the Korenko Agreement and the Jolliff Agreement (together, the “
Agreements
”) do not
purport to be complete, and are qualified in their entirety by reference to the full text of the Agreements, copies of which are
attached hereto as Exhibits 10.1 and 10.2, and are incorporated herein by reference.