Under the agreement, Dr. Lau is entitled to receive an annual base salary of $200,000 and annual
deferred compensation of $300,000 that earns interest at a rate of four percent per annum until paid. We meet annually with Dr. Lau to review and revise his compensation for the following calendar year. If we cannot agree with Dr. Lau on
his compensation for the next calendar year on or before December 31 of the current calendar year, and Dr. Lau resigns as a result thereof, such resignation is deemed a termination without cause.
Dr. Laus employment agreement provides us with a right to repurchase all or any portion of the 200,000 shares of series A preferred stock that Dr. Lau
acquired on March 10, 2014 under the terms of his employment agreement. The price of such shares shall be equal to the fair market value of such shares as agreed to in good faith between us and Dr. Lau.
Upon Dr. Laus termination of employment without good reason or as a result of his death or disability, he shall be entitled to receive all
previously earned and accrued but unpaid base salary, bonuses and benefits up to the date of such termination. Upon Dr. Laus termination of his employment for good reason or our termination of his employment without cause or do not renew
his employment agreement, he is entitled to receive unpaid base salary, bonuses and benefits up to the date of such termination, base salary in effect as of the date of termination for a period of 36 months following the date of such termination and
a cash payment equal to the value of our contribution to any benefits subscribed to by Dr. Lau at the time of termination for a
36-month
period, provided Dr. Lau elects to provide consulting services
to us during such period. During such consulting period, Dr. Lau shall be paid reasonable compensation for services rendered to us and our affiliates, receive continuation of health insurance or payment of premiums and would continue to be
subject to the other applicable restrictive covenants in his employment agreement.
Rudolf Kwan
We entered into an employment agreement with Dr. Kwan, effective February 21, 2017. The initial term of the agreement is three years and shall
continue to renew for additional one year terms until terminated pursuant to its terms. The agreement also contains customary
non-solicitation,
non-competition
and
confidentiality provisions.
Under the agreement, Dr. Kwan is entitled to receive an annual base salary of $300,000, as may be adjusted upward from
time to time. Dr. Kwan is also eligible to be considered for a year end bonus with other senior executives.
Upon termination of Dr. Kwans
employment as a result of his death or disability, he is entitled to receive all compensation or benefits required under applicable law, his annual bonus, if earned, for the calendar year in which such termination occurred (prorated for any partial
year), and, if such termination is as a result of disability, an amount sufficient to provide Dr. Kwan with one year of healthcare coverage comparable to what he would have received while employed. Upon termination of Dr. Kwans
employment without good reason, he is entitled to receive all compensation or benefits required under applicable law and, if applicable, the amounts paid during the
non-compete
period (as discussed below).
Upon termination of Dr. Kwans employment for good reason or our termination of his employment without cause, he continues to receive his current base salary until February 21, 2019 and, if the
non-compete
period extends beyond such date, the amounts paid during the
non-compete
period (as discussed below). Any post-termination payment to Dr. Kwan or his
estate is contingent upon execution of a release of claims.
Upon termination of Dr. Kwans employment upon or after the expiration of the
initial
two-year
term, or if we terminate his employment without cause or he terminates his employment for good reason, and his
non-competition
period, which is one year
following the date of such termination, extends beyond February 21, 2019, then we are deemed to have waived Dr. Kwans compliance with the
non-competition
provision unless we elect to provide
Dr. Kwan with notice within 10 business days of the effective date of such termination that we elected to enforce the
non-competition
provisions following such termination. In such case, we continue to
pay through the end of Dr. Kwans
non-competition
period his full amount of base salary and an amount equal to our contribution toward healthcare insurance coverage which Dr. Kwan and his
family, if applicable, were receiving as of the date of termination.
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