such a great employment package dr cyrus arman wil

such a great employment package dr cyrus arman will receive from 8k:

(e) Dr. Arman’s Employment Agreement is effective as of July 9, 2022, and has an initial six-month term. Dr. Arman will be considered for advancement to the position of Chief Executive Officer during the initial term, in which event the term of the Employment Agreement will be extended. The compensation offered to Dr. Arman includes the following:

● an initial annual base salary of $458,000;
● Eligibility to participate in our short- and long-term incentive plans in which other executive officers may participate, with a target annual bonus equal to 40% of his base salary;
● Contingent on approval by the stockholders of an amendment to the Company’s Certificate of Incorporation to increase the number of shares of common stock authorized for issuance, an initial grant of options with a grant date fair value of $750,000, calculated based on the Black-Scholes model, and awards of Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”), each with a grant date fair value of $375,000. The RSUs will vest in four equal annual installments subject to continued employment, while vesting of the PSUs will be tied to satisfactory achievement of performance metrics approved by the Board; and
● other customary benefits for which he is qualified as an executive officer of the Company.

Dr. Arman is also entitled to severance benefits under the Employment Agreement as follows:

● if Dr. Arman’s employment is terminated by the Company without cause during the first six months of his employment, he will be entitled to receive cash severance in an amount equal to six months of his annual base salary, with an additional month of severance for each additional month that Dr. Arman is employed up to a maximum of 12 months of severance; or
● if the Company experiences a change in control during Dr. Arman’s employment and, during the 12 months following the change in control the Company terminates his employment without cause or he resigns for good reason, cash severance in an amount equal to 12 months of his annual base salary in effect when his termination occurs.

Severance payments may be satisfied either in cash or in common stock, at the sole discretion of the Company.


The foregoing description of the Employment Agreement is not complete and is qualified in its entirety by reference to the complete text of the Employment Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2022, to be filed with the Securities and Exchange Commission.