Dr. Modur’s entitlement to the foregoing severance payments and benefits is generally subject to his execution of a release of claims in favor of the Company and its affiliates following termination, and their continuing compliance with all confidentiality obligations and restrictive covenants to which they are subject.
Employment Agreement with Daniel Geffken
Daniel Geffken provides services through Danforth Advisors, LLC (“Danforth Advisors”), a consulting entity, of which he is an employee. Danforth Advisors provides consulting services on an hourly basis for the benefit of the Company, including those services provided by Mr. Geffken. Mr. Geffken previously provided services as the Chief Financial Officer of Zikani through Danforth Advisors.
Severance Arrangements with Former Executive Officers
Separation Agreement with Gregory Williams
On April 1, 2021, the Company and Dr. Williams entered into a Separation Agreement and General Release (the “Williams Separation Agreement”) pursuant to which, among other things, the Company and Dr. Williams agreed that Dr. Williams would separate from service with the Company, resigning from his position as the Chief Executive Officer of the Company and all other offices of the Company, effective as of April 1, 2021.
Dr. Williams’ separation from service with the Company was not considered a termination for “Cause” as that term was defined in his employment agreement with the Company. Dr. Williams’ separation was not in connection with a disagreement between Dr. Williams and the Company on any matter relating to the Company’s operations, policies or practices.
Pursuant to the terms of his employment agreement, Dr. Williams was eligible to receive certain severance payments and benefits due to him upon a termination without “Cause” by the Company, contingent upon his release of claims against the Company. In addition, since his employment agreement was not terminable without “Cause” by the Company until August 25, 2021, the Williams Separation Agreement provided that, in consideration of, among other things, Dr. Williams’ entry into the Williams Separation Agreement, Dr. Williams received certain compensation and continued equity vesting and option exercisability as though Dr. Williams had remained employed through August 25, 2021. Upon the resignation of Mr. Williams’ as Chief Executive Officer, effective April 1, 2021, in accordance with his employment agreement, Mr. Williams received a severance payment of $550,400 and accrued vacation payout of $21,021.
Severance Agreement with Neil Belloff
Pursuant to the Agreement and General Release, dated July 2, 2021 (the “Belloff Separation Agreement”), Mr. Belloff continued to continue to serve as the Company’s Chief Operating Officer and General Counsel until August 25, 2021 (the “Termination Date” and, such term, the “Transition Period”). During the Transition Period, Mr. Belloff was entitled under the terms of the Belloff Separation Agreement to: (i) receive his annual base salary of $448,800 (the “Base Salary”); (ii) participate in the Company’s employee benefit plans and programs, subject to the terms and conditions of such plans and programs; (iii) continue to vest in his equity awards; and (iv) receive a pro-rata portion of his annual bonus for calendar year 2021 based on his performance for the year as determined in good faith by the Company’s Board of Directors, in each case, through the Termination Date; and (v) receive the severance and other benefits as set forth in his employment agreement with the Company dated February 25, 2020 (such severance and other benefits, “Severance”). Upon the termination of Mr. Belloff’s employment, Mr. Belloff received severance payments of $448,800 and accrued vacation payout of $29,327.
Resignation of Stephen MacDonald
Upon the resignation of Mr. MacDonald’s employment, effective March 24, 2021, Mr. MacDonald received an accrued vacation payout of $10,734.
Executive Benefits and Perquisites
All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including medical, dental and vision benefits. Our named executive officers participate in these plans on the same basis as other eligible employees. The value of these benefits is included above in the “All Other Compensation” column of the summary compensation table.