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Posted On: 09/22/2025 4:53:33 PM
Post# of 157267
Key Clauses in Detail
Below are relevant sections regarding termination, release, restrictive covenants, and severance.
Term / Termination / Severance / Change in Control
The agreement defines the Term as beginning on the Effective Date (May 15, 2025) and ending when the employment is terminated by either party under one of Sections 4.1–4.4.
CytoDyn Inc.
If the company terminates the Executive without cause (and in absence of a “change in control”), Hoffman is entitled to severance, subject to certain conditions (release of claims, non-revocation, compliance with restrictive covenants).
Upon termination without cause (prior to change in control), the severance is:
If termination happens within the first six months of employment: six payments of base salary, starting on the first payroll date that is 60 days after termination.
After six months of employment: an additional monthly payment for each additional month of employment, up to a maximum of six more months.
If termination without cause or resignation for “good reason” occurs within 12 months following a change in control, then:
• Hoffman gets a lump sum payment 60 days after termination equal to eight months of base salary; and
• Another lump sum equal to ten months of base salary, payable 270 days following termination.
All outstanding and unvested stock awards are deemed to vest immediately prior to termination on change in control under those circumstances.
Restrictive Covenants, Release of Claims, and Conditions
Severance benefits are conditioned on Hoffman’s execution and non-revocation of a release of claims.
Also conditioned on Hoffman’s continued compliance with “certain restrictive covenants.” These would include things like confidentiality, non-competition, non-solicitation, etc.
Cause and Good Reason
These terms are defined in the filings as follows:
Cause includes fraudulent conduct or similar acts for personal enrichment (to the detriment of the company), willful failure to perform duties, material breach of confidentiality or non-competition obligations, conviction of certain crimes (felony or misdemeanors involving dishonesty or moral turpitude), and other willful misconduct including actions likely to cause negative publicity or harm to the company.
SEC
Good Reason generally is: material reduction in duties/responsibilities; material decrease in base salary (with some exceptions); material breach by the company; relocation more than 50 miles, etc.
SEC
Confidentiality / Non-Competition / Other Restrictive Covenants
The agreement imposes restrictive covenants, including confidentiality, non-competition, non-solicitation, etc. These are standard in executive employment agreements.
If the executive breaches these restrictive covenants, the company may enforce them via injunctive relief, etc.
Below are relevant sections regarding termination, release, restrictive covenants, and severance.
Term / Termination / Severance / Change in Control
The agreement defines the Term as beginning on the Effective Date (May 15, 2025) and ending when the employment is terminated by either party under one of Sections 4.1–4.4.
CytoDyn Inc.
If the company terminates the Executive without cause (and in absence of a “change in control”), Hoffman is entitled to severance, subject to certain conditions (release of claims, non-revocation, compliance with restrictive covenants).
Upon termination without cause (prior to change in control), the severance is:
If termination happens within the first six months of employment: six payments of base salary, starting on the first payroll date that is 60 days after termination.
After six months of employment: an additional monthly payment for each additional month of employment, up to a maximum of six more months.
If termination without cause or resignation for “good reason” occurs within 12 months following a change in control, then:
• Hoffman gets a lump sum payment 60 days after termination equal to eight months of base salary; and
• Another lump sum equal to ten months of base salary, payable 270 days following termination.
All outstanding and unvested stock awards are deemed to vest immediately prior to termination on change in control under those circumstances.
Restrictive Covenants, Release of Claims, and Conditions
Severance benefits are conditioned on Hoffman’s execution and non-revocation of a release of claims.
Also conditioned on Hoffman’s continued compliance with “certain restrictive covenants.” These would include things like confidentiality, non-competition, non-solicitation, etc.
Cause and Good Reason
These terms are defined in the filings as follows:
Cause includes fraudulent conduct or similar acts for personal enrichment (to the detriment of the company), willful failure to perform duties, material breach of confidentiality or non-competition obligations, conviction of certain crimes (felony or misdemeanors involving dishonesty or moral turpitude), and other willful misconduct including actions likely to cause negative publicity or harm to the company.
SEC
Good Reason generally is: material reduction in duties/responsibilities; material decrease in base salary (with some exceptions); material breach by the company; relocation more than 50 miles, etc.
SEC
Confidentiality / Non-Competition / Other Restrictive Covenants
The agreement imposes restrictive covenants, including confidentiality, non-competition, non-solicitation, etc. These are standard in executive employment agreements.
If the executive breaches these restrictive covenants, the company may enforce them via injunctive relief, etc.
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