Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(c) Appointment of new Executive Vice President – Chief Commercial Officer

 

On January 30, 2018, Medizone International, Inc., a Nevada corporation (the “Company” or “Medizone”), entered into an agreement with Jude P. Dinges, age 58, confirming his appointment and employment as Executive Vice President – Chief Commercial Officer, effective January 30, 2018.  Mr. Dinges’ appointment was announced on January 30, 2018 by the issuance of a press release.  A copy of the press release announcing Mr. Dinges’ appointment is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

Mr. Dinges began his career nearly 30 years ago as a professional sales representative at Bristol Laboratories and later at Merck & Co., where he was promoted to positions with increased responsibilities in training, sales, management, marketing and market development.  While at Merck, Mr. Dinges won multiple awards, including the President’s Achievement Award in 2001, awarded to one of 32 Business Directors each year.  He received the Change Agent Award for his market development prelaunch business planning and contributions to sales force execution, while launching the blockbuster brands Cozaar®, Fosamax®, Singulair®, Maxalt®, Vioxx®, and Vytorin®.  He was recognized with a Career Achievement Award for his consistent top performance as a Senior/Executive Business Director.  Mr. Dinges joined Novartis Pharmaceuticals in 2006 and led his region to top performance in the launch of Tekturna® while balancing a broad antihypertensive portfolio across several Novartis divisions.  His region also led the nation in market share for Exelon® and Exelon Patch®.  In 2008, Mr. Dinges became the Respiratory & Infectious Disease Specialty Medicines Director.  In 2009, Mr. Dinges joined Amgen Inc. as Executive Director of Region Sales, Bone Health Business Unit.  Mr. Dinges led his region team to a highly successful launch of monoclonal antibody, Prolia®, across the southeastern United States and Puerto Rico.  Most recently Mr. Dinges served as Senior Vice President, Chief Commercial Officer of Aeterna Zentaris, Inc.

 

(e) Compensation Agreements

 

Employment Agreement

 

The Company and Mr. Dinges entered into an employment agreement (“Executive Employment Agreement”) which provides for the following:

 

Initial Base Salary - $175,000 per year and

Annual Incentive Plan Performance Bonus - - annual performance bonus under an executive annual incentive plan with an initial target of 45% of annual base salary.

 

Bonus payments will be payable for superior achievement of applicable performance goals for a given fiscal year, as determined by the Compensation Committee and approved by all independent Directors.

 

Equity Incentive - Mr. Dinges was granted 300,000 shares of restricted stock that will vest upon successful commercialization of AsepticSure in the U.S. market at levels to be determined by the Board of Directors;

Health Benefits - Traditional plan benefits as provided by the Company to other executive employees

 

The Company has also agreed to a change of control provision that will pay severance compensation to Mr. Dinges in the event his employment is terminated without cause or for good reason (as defined in the agreement) following a change of control.

 

Except for the foregoing agreements, there are no arrangements or understandings with the Company pursuant to which Mr. Dinges was appointed as its Executive Vice President – Chief Commercial Officer.  There are no family relationships between Mr. Dinges and any director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer.