Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On June 15, 2020, the Compensation Committee of the Board of
Directors (the “Board”) of CytoDyn Inc. (the “Company”) approved a
form of Restricted Stock Unit (“RSU”) Agreement and Performance
Based Restricted Stock Unit (“PSU”) Agreement and an amended form
of Stock Option Agreement for employees under the Company’s 2012
Equity Incentive Plan. The form of RSU Agreement, PSU Agreement and
Stock Option Agreement are attached as Exhibit 10.1, 10.2 and 10.3
to this Form 8-K.
On June 16, 2020, the Board of the Company approved an
amendment to the Company’s 2012 Equity Incentive Plan (“Plan”). The
amendment changes the governing law of the Plan from Oregon to
Delaware, the Company’s state of incorporation, and deletes the
annual limitation on the number of shares subject to options that
may be granted under the Plan and the aggregate limitation of
grants of restricted stock awards and restricted stock unit awards
under the Plan. The Board believed the limitations were no longer
necessary after the repeal of Section 162(m) of the Internal
Revenue Code, relating to the deductibility of performance-based
compensation, for tax years beginning after December 31, 2017.
Amendment No. 5 to the 2012 Equity Incentive Plan is attached as
Exhibit 10.4 to this Form 8-K.
Effective June 15, 2020, the Company and Nader Z. Pourhassan,
Ph.D., President and Chief Executive Officer, entered into a second
amended and restated employment agreement. The primary changes to
the agreement include a modification to the severance payable to
Dr. Pourhassan in the event his employment is terminated by
the Company without cause, by increasing severance payable to 18
months from 12 months upon termination without cause and deleting
the limitation from his prior agreement that the severance would
not be payable if the Company had less than $4 million in cash
on hand or net worth of less than $5 million. The amended
agreement also clarifies that vesting on option grants will only
accelerate upon termination of employment if permitted by the
underlying stock option award agreement.
Effective June 15, 2020, the Company and Michael D.
Mulholland, Chief Financial Officer, entered into an amended and
restated employment agreement. With the exception of the
severance-pay period which remains 12 months, the changes to
Mr. Mulholland’s agreement mirror those of Dr. Pourhassan
The foregoing description of the amendments to the amended and
restated employment agreements of Dr. Pourhassan and
Mr. Mulholland are qualified in their entirety by reference to
the full text thereof, a copy of which is filed as Exhibit 10.5 and
10.6 to this Form 8-K and
is incorporated by reference into this Item 5.02.
Financial Statements and Exhibits.