Pension Benefits Table
None of our NEOs participated in any defined benefit pension plans in 2021.
Nonqualified Deferred Compensation Table
None of our
NEOs participated in any non-qualified deferred compensation plans in 2021.
Agreements with Named Executive
Officers
At the time of our IPO in November 2020, we entered into employment agreements with each of our NEOs. Under the employment agreements,
if we terminate the employment of a NEO without cause or the NEO resigns for good reason (as defined below) other than in connection with a change in control of the Company, subject to the NEOs execution and non-revocation of a separation agreement and release with the Company and compliance with restrictive covenants contained therein, the NEO will be entitled to receive (i) continued payment of the NEOs
base salary for 18 months for Dr. Sommadossi or 12 months for Ms. Corcoran, Dr. Hammond, Dr. Horga and Mr. Vavricka, (ii) any unpaid bonus earned for the year prior to the year of termination, and (iii) direct
payment of or reimbursement for COBRA premiums, less the amount the NEO would have paid for coverage as an active employee, for up to 18 months for Dr. Sommadossi or 12 months for Ms. Corcoran, Dr. Hammond, Dr. Horga and
Mr. Vavricka.
If such a qualifying termination occurs, for Dr. Sommadossi, during the 3-month period
prior to the date of a change in control of the Company or, for Dr. Sommadossi, Ms. Corcoran, Dr. Hammond, Dr. Horga and Mr. Vavricka, on or within 12 months following the date of a change in control of the Company, subject
to the NEOs execution and non-revocation of a separation agreement and release with the Company and compliance with restrictive covenants contained therein, the NEO will be entitled to receive, in lieu
of the payments and benefits described above, (a) continued payment of the NEOs base salary for 24 months for Dr. Sommadossi or 18 months for Ms. Corcoran, Dr. Hammond, Dr. Horga and Mr. Vavricka, (b) any
unpaid bonus earned for the year prior to the year of termination, a prorated portion of the NEOs target annual bonus for the year of termination and a payment equal to 2.0 times for Dr. Sommadossi or 1.5 times for Ms. Corcoran,
Dr. Hammond, Dr. Horga and Mr. Vavricka the NEOs target annual bonus for the year of termination, (c) direct payment of or reimbursement for COBRA premiums, less the amount the NEO would have paid for coverage as an active
employee, for up to 24 months for Dr. Sommadossi or 18 months for Ms. Corcoran, Dr. Hammond, Dr. Horga and Mr. Vavricka, and (d) all unvested equity or equity-based awards that vest solely based on the named executive
officers continued employment or service with the Company will accelerate and vest in respect of 100% of the shares subject thereto.
Under the
employment agreements, cause means, subject to notice and cure rights, a NEOs (i) refusal to substantially perform the duties or carry out the reasonable and lawful instructions of the Board, (ii) breach of a material
provision of the employment agreement, (iii) conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude, (iv) unlawful use (including being under the
influence) or possession of illegal drugs on the Companys (or any of its affiliates) premises or while performing his or her duties and responsibilities under the employment agreement, or (v) act of fraud, embezzlement,
misappropriation, willful misconduct, or breach of fiduciary duty against the Company or any of its affiliates.
Under the employment agreements,
good reason means, subject to notice and cure rights, (i) a reduction in annual base salary or target annual bonus, (ii) a material decrease in authority or areas of responsibility, (iii) the relocation of the NEOs
primary office to a location more than twenty-five (25) miles from the NEOs primary office as of the date of our IPO or (iv) the Companys breach of a material provision of the employment agreement.
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