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 Principal Operating Officer;
On October 31, 2017, Medizone International, Inc., a Nevada corporation (the “Company” or “Medizone”), entered into an agreement with Philip A. Theodore, age 64, confirming his appointment and employment as Executive Vice President, Operations and Administration, General Counsel and Corporate Secretary, effective November 1, 2017. Mr. Theodore’s appointment was announced on October 31, 2017 by the issuance of a press release. A copy of the press release announcing Mr. Theodore’s appointment is included as Exhibit 99.1 to this Current Report on Form 8-K.
Mr. Theodore is a graduate of the University of Cincinnati College of Law, and holds a B.A. (Political Science) from the University of Tennessee at Chattanooga. Before joining Medizone, Mr. Theodore served in similar roles with four other public companies, serving most recently as Vice President, Chief Administrative Office, General Counsel and Corporate Secretary of Aeterna Zentaris, Inc. from October 2014 through July 2017. Prior to joining Aeterna Zentaris, he served as Vice President, General Counsel and Corporate Secretary of Zep Inc. from July 2010 through September 2014; as Senior Vice President and General Counsel of John H. Harland Company, from September 2006 to September 2007; and as Vice President, General Counsel and Corporate Secretary of Serologicals Corporation from 2004 through August 2006. Mr. Theodore was a partner in the corporate practice of King & Spalding, LLP, an Atlanta-based law firm, from 1986 through 2003.
(e) Compensation Agreements
Employment Agreement
The Company and Mr. Theodore entered into an employment agreement (Executive Employment Agreement
”
) which provides for the following:
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Initial Base Salary -
$175
,000 per year and
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Annual Incentive Plan Performance Bonus -
- annual performance bonus under an executive annual incentive plan with an initial target of 45% of annual base salary.
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Bonus payments will be payable upon achievement of targets established by the Board of Directors: (A) operating capital at levels to be determined by the Board; (B) U.S. commercial market penetration of AsepticSure
®
; and (C) milestones related to building and scaling commercial operations, including recruiting of experienced personnel to lead commercialization in the U.S. market.
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Equity Incentive -
(A) Signing Bonus: Mr. Theodore will be granted 300,000 shares of restricted stock upon his appointment as Executive Vice President, Operations and Administration, and (B) Incentive Bonus: Mr. Theodore will be 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;
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Health Benefits
- Traditional plan benefits as provided by the Company to other executive employees
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The Company has also agreed to a change of control provision that will pay severance compensation to Mr. Theodore 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. Theodore was appointed as its Executive Vice President, Operations and Administration. There are no family relationships between Mr. Theodore 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.
Additionally, on November 1, 2017 the Company amended the employment agreement with Stephanie L. Sorensen, Chief Financial Officer, by adding the same change of control provision as was extended to Mr. Theodore, to her current employment agreement.