On May 7, 2018, Maximilian Scheder-Bieschin announced that he will be retiring as the Company’s Chief Financial Officer in accordance with the terms of a Transition Service Agreement (the “Transition Agreement”). Mr. Scheder-Bieschin will continue serving as the Company’s Chief Financial Officer until the earlier of (x) July 31, 2018, or (y) the date on which the Company appoints a new chief financial officer, but no later than September 30, 2018 (such period of employment, the “Transition Period”). At the end of the Transition Period and subject to compliance with the restrictive covenants set forth in the employment agreement and the execution and non-revocation of releases of claims in favor of the Company, Mr. Scheder-Bieschin will be entitled to the following severance payments and benefits: (i) an amount equal to his current annual base salary for a period of 12 months following the end of the Transition Period (the “Severance Period”); (ii) if the Company pays bonuses to other senior executive officers for services performed in 2018, an amount equal to his annual bonus, based on actual Company performance, pro-rated for number of days he is an employee of the Company in fiscal year 2018; (iii) any equity awards held by Mr. Scheder-Bieschin that would have become vested or exercisable during the Severance Period had he continued to be employed by the Company shall become vested and exercisable on the last day of the Transition Period, and all such stock options shall remain exercisable until the expiration of the option term set forth in the applicable award agreement; (iv) an amount in cash (less all applicable employment and tax withholdings) equal to the amount of the employer matching contributions that would otherwise be made under the Company’s defined contribution retirement plan as if he had remained employed until December 31, 2018; and (v) payment of a portion of Mr. Scheder-Bieschin’s COBRA premiums for the duration of Severance Period to the same extent as the Company contributed to his health insurance premium cost prior to his retirement. At the Company’s discretion, the cash amounts set forth in clauses (ii) and (iv) of the preceding sentence may be satisfied by issuing to Mr. Scheder-Bieschin a whole number of shares of Company’s common stock having an aggregate grant date fair market value equal to such cash amounts, with any amount that would result in a fractional share to be paid in cash.

 

Following the end of the Transition Period, the Company and Mr. Scheder-Bieschin will agree to a consulting arrangement for the duration of a period that is mutually agreed upon by the parties but in no event extending beyond December 31, 2018. The Company will pay Mr. Scheder-Bieschin $250 per hour or $1,400 per day during any such consulting period and unless expressly agreed to by Mr. Scheder-Bieschin in writing, the Company will not require him to provide more than twenty (20) hours of assistance during any calendar month during this consulting period.