a potential cash bonus of up to 50% of his base salary for the year ending December 31, 2019, and (ii) adopted and approved the payment of a discretionary cash bonus of $36,250 to
Mr. Petrou for assisting us in our financial reporting and plans since joining us in late 2018. Mr. Petrou became our permanent Chief Financial Officer in July 2019.
In March 2020, our compensation committee also adopted and approved an increase to the base salary of Mr. Petrou to $348,400 per year,
effective as of March 16, 2020, with a potential cash bonus of up to 50% of his base salary for the year ending December 31, 2020.
In
August 2019, we granted Mr. Petrou an option to purchase 550,000 shares of our common stock, of which 25% of the shares vested on August 12, 2019, with the remaining 75% of the shares vesting annually in equal installments, beginning on
August 12, 2020, subject to continued service.
Ron Louks. On and effective as of May 10, 2017, the board of directors of
the Company appointed Ron Louks as the Companys Chief Operating Officer.
The material terms of Mr. Louks employment are
as follows:
Base Salary and Bonus. Mr. Louks received an initial annual base salary of $375,000, and receives a current annual
base salary of $475,200. He is also eligible for an annual bonus with a target amount of 75% of his current base salary. Mr. Louks also received a sign-on bonus of $475,000.
Equity Award. In connection with his appointment as our chief operating officer, our board of directors approved grants of restricted
stock units to Mr. Louks. In October 2017, we granted Mr. Louks 160,000 RSUs, of which 40,000 RSUs vested on October 6, 2017, with the remaining 120,000 RSUs vesting monthly in equal amounts for 12 months, beginning on
November 6, 2017. In addition, upon vesting, we agreed to repurchase the remaining vested shares from Mr. Louks October 2017 grant at the then current market value. In November 2017, we granted Mr. Louks 500,783 RSUs, of which
25% of the RSUs vested on November 6, 2017, with the remaining 75% of the RSUs vesting annually in equal installments, beginning on May 1, 2018, subject to continued service. For each RSU award, upon vesting, we agreed to withhold shares
sufficient to satisfy Mr. Louks tax withholding obligations. In August 2019, we granted Mr. Louks an option to purchase 550,000 shares of our common stock, of which 50% of the shares shall vest on August 12, 2020, with the
remaining 50% of the RSUs vesting annually in equal installments, beginning on August 12, 2021, subject to continued service.
Other Benefits. Mr. Louks receives a monthly housing allowance of $3,500 and a $25,000 annual travel allowance, and is eligible to
participate in the benefit programs generally available to senior executives of the Company.
Mr. Louks may also perform services to
affiliates of the Company under either the Shared Services Agreement between the Company and NantWorks, LLC or similar arrangements under which he would receive separate compensation, provided that such services do not interfere with his duties as
Chief Operating Officer of the Company.
Merger or Change of Control
2016 Equity Incentive Plan
Our 2016 Plan provides that in the event of a merger or change in control, as defined under the 2016 Plan, each outstanding award will be
treated as the administrator determines, except that if a successor corporation or its parent or subsidiary does not assume or substitute an equivalent award for any outstanding award, then such award will fully vest, all restrictions on the shares
subject to such award will lapse, all performance goals or other vesting criteria applicable to the shares subject to such award will be deemed achieved at 100% of target levels and all of the shares subject to such award will become fully
exercisable, if applicable, for a specified period prior to the transaction. The award will then terminate upon the expiration of the specified period of time.
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