Enliven Therapeutics, Inc. appointed Sam Kintz as new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

Pursuant to the Merger Agreement, on February 23, 2023, immediately prior to and effective upon the closing of the Merger, David M. Mott, David Bonita, M.D., Mark Chin, Edward Conner, M.D., Carl Goldfischer, M.D., Barbara J. Dalton, Ph.D, and Laura Williams, M.D., MPH, resigned from the Board and committees of the Board on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company's operations, policies or practices.

On February 23, 2023, immediately prior to and effective upon the closing of the Merger, Rahul D. Ballal, Ph.D., resigned from his position as the Company's President and Chief Executive Officer, and Michael P. Gray resigned from his position as the Company's Chief Financial Officer and Chief Operating Officer. The resignations of Dr. Ballal and Mr. Gray were not the result of any disagreements with the Company relating to the Company's operations, policies or practices.

The Company entered into letter agreements with Dr. Ballal and Mr. Gray in connection with their respective initial hirings (the "Letter Agreements"). As subsequently amended, the Letter Agreements provide that upon a termination of Dr. Ballal's or Mr. Gray's employment under certain circumstances, he is entitled to receive certain severance payments and benefits, as well as full acceleration of vesting on all outstanding options and restricted stock units as of the date of such termination. As previously disclosed, on May 5, 2022, the Company entered into retention agreements with Dr. Ballal and Mr. Gray. The Company amended and restated the retention agreement with Mr. Gray on May 18, 2022 and further amended the retention agreements with each of Dr. Ballal and Mr. Gray on September 6, 2022 (the "Retention Agreements"). Pursuant to the Retention Agreements, since Dr. Ballal and Mr. Gray were employed by the Company on the date of the closing of the Merger, the exercise period for the outstanding stock options held by Dr. Ballal and Mr. Gray with an exercise price of less than $5.00 per share was modified so that the date that each applicable option may be exercised was extended to the earlier of (a) eighteen months following his respective cessation of employment from the Company and (b) the final exercise date for each such applicable stock option. In the case of Dr. Ballal, the applicable exercise period will be the later of 18 months following his cessation of employment from the Company or the exercise period that would otherwise apply following his termination of service as a director (but in either case not beyond the final exercise date for each such applicable stock option).

On February 23, 2023, the Company entered into separation agreements with Dr. Ballal and Mr. Gray in connection with the closing. The Company paid Dr. Ballal the gross amount of $1,225,500, representing (i) 18 months of salary at Dr. Ballal's then-current base rate of pay (less $12,000 in accordance with Dr. Ballal's Letter Agreement) and (ii) 150% of Dr. Ballal's then-current target bonus, in each case less lawful taxes, deductions and withholdings, in a lump sum. The Company shall also reimburse Dr. Ballal's premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") on a monthly basis until the earlier of (i) 18 months following February 23, 2023, or (ii) the date upon which Dr. Ballal commences full time employment (or employment that provides him with eligibility for healthcare benefits substantially comparable to those provided by the Company or its affiliates) with an entity other than the Company or its affiliate. Under his separation agreement, Dr. Ballal waived acceleration of vesting of any outstanding and unvested stock options, but his outstanding equity awards will otherwise continue to vest pursuant to their terms, subject to his continued service as a member of the Company's board of directors.

The Company paid Mr. Gray the gross amount of $672,980, representing (i) 12 months of salary at Mr. Gray's then-current base rate of pay and (ii) 100% of Mr. Gray's then-current target bonus, in each case less lawful taxes, deductions and withholdings, in a lump sum. The Company shall also reimburse Mr. Gray's premiums under COBRA on a monthly basis until the earlier of (i) 18 months following February 23, 2023, or (ii) the date upon which Mr. Gray commences full time employment (or employment that provides him with eligibility for healthcare benefits substantially comparable to those provided by the Company or its affiliates) with an entity other than the Company or its affiliate.

The separation agreements also contain a general release of claims against the Company except those relating to (i) the officer's "accrued benefits" as defined in the officer's applicable Letter Agreement, (ii) benefits and/or the right to seek benefits under the applicable workers' compensation and/or unemployment compensation statutes, (iii) claims that cannot be waived by signing the applicable separation agreement, (iv) claims under the applicable separation agreement and (v) the officer's right to indemnification and defense under any insurance policy or otherwise due to the officer's role at the Company and (vi) the officer's rights as a shareholder. The separation agreements also contain certain covenants, including non-disparagement and confidentiality obligations.


The above descriptions of the separation agreements do not purport to be complete and are subject to and qualified in their entirety by reference to the copies of the applicable separation agreements of Dr. Ballal and Mr. Gray included as Exhibits 10.6 and 10.7, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

(c)

Pursuant to the Merger Agreement, on February 23, 2023, the Board appointed Sam Kintz, M.B.A, as President and Chief Executive Officer of the Company and Benjamin Hohl as Chief Financial Officer of the Company.

Sam Kintz, M.B.A., age 37, is one of Former Enliven's co-founders and has served as its President and Chief Executive Officer and a member of its board of directors since June 2019, and was appointed as the President, Chief Executive Officer, and a member of the Board of directors of the Company in connection with the closing of the Merger. Prior to joining Former Enliven, Mr. Kintz served as Executive Director, Head of Research at AbbVie Stemcentrx LLC, a subsidiary of AbbVie Inc., a biopharmaceutical company, from October 2016 to June 2019. He served as Senior Director, Strategy and Business Development at Stemcentrx, Inc., a private biopharmaceutical company, from February 2016 to October 2016 until it was acquired by AbbVie. He has also worked as a medicinal chemist at Genentech, where he designed and synthesized small-molecule drugs for the treatment of cancer. Mr. Kintz holds a B.S. in Chemistry from Stanford University and an M.B.A. from the Stanford Graduate School of Business.

Benjamin Hohl, age 34, has served as Former Enliven's Chief Financial Officer since August 2021 and was appointed as the Chief Financial Officer of the Company in connection with the closing of the Merger. Mr. Hohl joined Former Enliven from the Healthcare Investment Banking Group at Goldman Sachs & Co LLC, an investment bank and financial services company, where he worked as an investment banker for nearly a decade advising on and executing biopharmaceutical and life sciences financing and strategic transactions from July 2012 to July 2021. He holds a B.A. in Business Economics and Accounting from the University of California, Los Angeles.

There are no family relationships between Messrs. Kintz and Hohl and any director or executive officer of the Company, and Messrs. Kintz and Hohl do not have a direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Confirmatory Employment Letters 

In connection with and effective as of the closing of the Merger, on February 23, 2023, the Company entered into a confirmatory employment letter with Messrs. Kintz and Hohl and Dr. Helen Collins, who was appointed as the Company's Chief Medical Officer in connection with the Merger. Each confirmatory employment letter provides for at-will employment and no specific term.

Pursuant to the applicable confirmatory employment letter, Mr. Kintz's annual base salary was increased from $400,000 to $550,000, and he will be eligible to receive an annual target cash incentive payment of up to 50% of his annual base salary, Dr. Collins' annual base salary was increased from $400,000 to $465,000, and she will be eligible to receive an annual target cash incentive payment of up to 40% of her annual base salary, and Mr. Hohl's annual base salary was increased from $350,000 to $410,000, and he will be eligible to receive an annual target cash incentive payment of up to 40% of his annual base salary.

Each of Messrs. Kintz and Hohl and Dr. Collins will be eligible to receive certain severance benefits upon certain involuntary terminations pursuant to a change in control and severance agreement entered into with us, as described in more detail below.

The above descriptions of the confirmatory employment letters do not purport to be complete and are subject to and qualified in their entirety by reference to the copies of the applicable confirmatory employment related agreements of Mr. Kintz, Dr. Collins and Mr. Hohl included as Exhibits 10.8, 10.9 and 10.10, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.


Change in Control and Severance Agreements 

The Board has approved and the Company's executive officers and other key employees have entered into change in control and severance agreements, in connection with and effective as of the closing of the Merger on February 23, 2023.

Pursuant to the change in control and severance agreements, if, within the 3 month period prior to or the 12 month period following a "change in control" (as defined in the applicable agreement), the Company terminates the employment of the applicable executive without "cause " (excluding death or disability) or such executive resigns for "good reason" (as defined in the applicable agreement) and within 60 days of such termination the executive executes and does not revoke a separation agreement and release of claims, such executive will be entitled to receive (i) a lump sum payment equal to the sum of 12 months (or 18 months with respect to Mr. Kintz) of such executive's then current annual base salary and 100% (or 150% with respect to Mr. Kintz) of the executive's annual target bonus, less applicable withholdings, (ii) payment of premiums to maintain group health insurance continuation benefits pursuant to COBRA for such executive and such executive's respective eligible dependents for up to 12 months (or 18 months with respect to Mr. Kintz) and (iii) vesting acceleration as to 100% of the then-unvested shares subject to each of such executive's then outstanding equity awards (and in the case of awards subject to performance-based vesting conditions, such performance-based vesting conditions will be deemed achieved at target, unless otherwise specified in the applicable award agreement governing such award).

Pursuant to the change in control and severance agreements, if, outside of the 3 month period prior to or the 12 month period following a "change in control" (as defined in the applicable agreement), the Company terminates the employment of the applicable executive without "cause" (excluding death or disability) or such executive resigns for "good reason" (as defined in the applicable agreement) and within 60 days of such termination the executive executes and does not revoke a separation agreement and release of claims, such executive will be entitled to receive (i) continuing payments of his or her then current annual base salary for a period of 9 months (or 12 months with respect to Mr. Kintz), and (ii) payment of premiums to maintain group health insurance continuation benefits pursuant to COBRA for such executive and such executive's respective eligible dependents for up to 9 months (or up to 12 months with respect to Mr. Kintz).

Pursuant to the change in control and severance agreements, in the event any payment to the applicable executive would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, as amended (the "Code") (as a result of a payment being classified as a parachute payment under Section 280G of the Code), such executive will receive such payment as would entitle such executive to receive the greatest after-tax benefit, even if it means that the Company pays such executive a lower aggregate payment so as to minimize or eliminate the potential excise tax imposed by Section 4999 of the Code.

The above descriptions of the change in control and severance agreements for Mr. Kintz, Dr. Collins and Mr. Hohl do not purport to be complete and are subject to and qualified in their entirety by reference to the copies of the applicable change and control and severance agreements included as Exhibits 10.11, 10.12 and 10.13, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

Post-Closing Executive Equity Awards 

The Company expects that the Board will grant new equity awards covering shares of common stock of the Company to its executive officers and certain other key employees, with the size and terms of such equity awards to be based on the recommendations of AON / Radford, the independent compensation consultant of the Compensation Committee of the Board (the "Compensation Committee"). These new equity awards are expected to consist of stock options under the Amended and Restated 2020 Plan, and a standard form of option agreement thereunder. Each new equity award will generally vest over four years following the date of grant, subject to the recipient's continued service to the Company. The Company expects that Mr. Kintz, Dr. Collins and Mr. Hohl will each receive new stock options covering approximately 1.1%, 0.5% and 0.5%, respectively, of the Company's outstanding shares on a fully diluted basis.


(d)

Board Members 

Pursuant to the Merger Agreement, as of the effective time of the Merger, the size of the Board was fixed at nine members consisting of one member designated by the Company, Dr. Ballal, and all eight members of the board of directors of Former Enliven, namely Sam Kintz, M.B.A., Joseph Lyssikatos, Ph.D., Jake Bauer, Mika Derynck, M.D., Rishi Gupta, J.D., Richard Heyman, Ph.D., Andrew Phillips, Ph.D., and Andrew Schwab. Except for the agreements and plans described in this Item 5.02 and the transactions which were described in the Company's Form S-4/A which was filed with the SEC on January 9, 2023 under the section "Certain Relationships and Related Party Transactions of the Combined Company - Enliven Transactions", there are no family relationships between any of the directors of the Board which were appointed on February 23, 2023 and any director or executive officer of the Company, and such directors do not have a direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Board Classes 

Following the Merger, the classes of the Board are as follows:


- 
Class I directors, whose terms expire at the Company's 2024 annual meeting of stockholders: Dr. Derynck, Mr. Gupta and Dr. Lyssikatos;


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Class II directors, whose terms expire at the Company's 2025 annual meeting of stockholders: Dr. Ballal, Mr. Bauer and Dr. Phillips; and


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Class III directors, whose terms expire at the Company's 2023 annual meeting of stockholders: Dr. Heyman, Mr. Kintz and Mr. Schwab.


Dr. Heyman was appointed as the Executive Chairman of the Board.

Committee Composition 

Mr. Bauer, Dr. Phillips and Mr. Schwab were appointed to the Audit Committee of the Board, and Mr. Bauer was appointed the chair of the Audit Committee. Mr. Gupta, Mr. Bauer and Dr. Heyman were appointed to the Compensation Committee of the Board, and Mr. Gupta was appointed the chair of the Compensation Committee. Dr. Phillips and Dr. Derynck were appointed to the Nominating and Corporate Governance Committee of the Board (the "Nominating and Corporate Governance Committee"), and Dr. Phillips was appointed the chair of the Nominating and Corporate Governance Committee.

Outside Director Compensation Policy 

The Board approved an outside director compensation policy for non-employee directors of the Board, in connection with and effective as of the closing of the Merger on February 23, 2023 (the "Director Compensation Policy").

Under the Director Compensation Policy, each non-employee director receives the cash and equity compensation for board services described below. The Company also reimburses non-employee directors for reasonable, customary, and documented travel expenses to Board or committee meetings.

The Director Compensation Policy includes a maximum annual limit of $750,000 of cash retainers or fees and the Value (as defined below) of equity awards that may be paid, issued, or granted to a non-employee director in any fiscal year, increased to $1,000,000 in the first year an individual becomes a non-employee director. Any cash compensation paid, or equity awards granted to a person for their services as an employee, or for their services as a consultant (other than as a non-employee director), or prior to the effective date of the non-employee Director Compensation Policy will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to the Company's non-employee directors.


Cash compensation 

Non-employee directors are entitled to receive the following cash compensation for their services under the Director Compensation Policy:


- 
$35,000 per year for service as a Board member;


- 
$15,000 per year for service as chair of the Audit Committee;


- 
$7,500 per year for service as a member of the Audit Committee;


- 
$10,000 per year for service as chair of the Compensation Committee;


- 
$5,000 per year for service as a member of the Compensation Committee;


- 
$8,000 per year for service as chair of the Nominating and Corporate Governance Committee; and


- 
$4,000 per year for service as a member of the Nominating and Corporate Governance Committee.


Each non-employee director who serves as the chair of a committee will receive the annual fee for service as a Board member and only the additional annual cash fee as the chair of the committee, and not the annual fee as a member of the committee. All cash payments to outside directors are paid quarterly in arrears on a pro-rated basis.

Equity Compensation 

Merger Award: Each individual who is a non-employee director as of the effective date of the Director Compensation Policy will receive, on the first trading date on or after closing of the Merger, an award (a "Merger Award") of stock options to purchase a number of shares of common stock of the Company having a Value (as defined below) of $500,000 (provided that the Merger Award granted to the outside director who serves as the non-executive chair of the Board (the "Chair") will have a Value of $625,000), with any resulting fraction rounded down to the nearest whole share; provided that the number of shares subject to a Merger Award will not exceed 64,923 (81,153 with respect to the Chair), with such limit subject to equitable adjustment by the Board in the event of certain capitalization adjustments. Each Merger Award will vest in equal monthly installments over a 36 month period, in each case subject to the non-employee director continuing to be a non-employee director through the applicable vesting date.

Initial Award: Each individual who first becomes a non-employee director after closing of the Merger and who does not receive a Merger Award will receive, on the first trading date on or after the date on which the person first becomes a non-employee director (the "Initial Start Date"), an award (an "Initial Award") of stock options to purchase a number of shares of common stock of the Company having a Value (as defined below) of $500,000, with any resulting fraction rounded down to the nearest whole share; provided that the number of shares subject to an Initial Award will not exceed 64,923, with such limit subject to equitable adjustment by the Board in the event of certain capitalization adjustments. Each Initial Award will vest in equal monthly installments over a 36 month period, in each case subject to the non-employee director continuing to be a non-employee director through the applicable vesting date. If the individual was a member of the Board and also an employee, becoming a non-employee director due to termination of employment will not entitle them to Initial Awards.

Annual Award: Each non-employee director automatically will receive, on the first trading day immediately following each annual meeting of the Company's stockholders which occurs in the year following the effective date of the Director Compensation Policy, an annual award (an "Annual Award") of stock options to purchase a number of shares of common stock of the Company having a Value (as defined below) of $250,000 (provided that an Annual Award granted to the Chair will have a Value of $312,500), with any resulting fraction rounded down to the nearest whole share; provided that the first Annual Award granted to an individual who first becomes a non-employee director following the effective date of the Director Compensation Policy will have a Value (as defined below) equal to the product of (A) $250,000 multiplied by (B) a fraction, (i) the numerator of which is the number of fully completed months between the applicable Initial Start Date and the date of the first annual meeting of the Company's stockholders to occur after such individual first becomes a non-employee director, and (ii) the denominator of which is 12; and provided further that the number of shares subject to an Annual Award will not exceed 32,461 (40,576 with respect to the Chair), with such limit subject to equitable adjustment by the Board in the event of certain capitalization adjustments and automatic pro rata adjustment pursuant to the terms of the Director


Compensation Policy with respect to the first Annual Award granted to an individual who first becomes a non-employee director following the effective date of the Director Compensation Policy. Each Annual Award will vest in full on the first anniversary of the date on which the Annual Award is granted, in each case subject to the non-employee director continuing to be a non-employee director through the applicable vesting date.

For purposes of the Director Compensation Policy, "Value" means grant date fair value as determined in accordance with U.S. generally accepted accounting principles ("GAAP"), or such other methodology the Board or any designated committee of the Board, as applicable, may determine prior to the grant of the applicable equity award becoming effective.

In the event of a "change in control" (as defined in the Director Compensation Policy), each non-employee director will fully vest in their outstanding Company equity awards issued under the Director Compensation Policy, including any Merger Award, Initial Award or Annual Award, immediately prior to the consummation of the change in control provided that the non-employee director continues to be a non-employee director through such date.

The above description of the Director Compensation Policy does not purport to be complete and is subject to and qualified in its entirety by reference to the copy of the Director Compensation Policy included as Exhibit 10.14 to this Current Report on Form 8-K, which is incorporated herein by reference.

Consulting Agreement with Dr. Heyman 

Former Enliven entered into a consulting agreement with Dr. Heyman, who also serves on the Company's scientific advisory board. Pursuant to the consulting agreement with Dr. Heyman, he provides advisory services related to research and development strategy, regulatory and commercial positioning as well as business strategy. These services are provided in a largely informal manner, from time to time as requested by Former Enliven. The consulting agreement contains customary confidentiality, invention assignment, non-solicitation and other customary provisions. The consulting agreement terminates upon the earlier of: (i) final completion of Dr. Heyman's services; (ii) fourteen days prior written notice by Former Enliven or (iii) termination by Former Enliven without notice if Dr. Heyman refuses to or is unable to provide services or is otherwise in breach of any material provisions of such consulting agreement. In addition, Former Enliven agreed to reimburse reasonable expenses incurred in connection with providing consulting services. The foregoing description of the consulting agreement with Dr. Heyman is qualified in its entirety by the full text of the consulting agreement, which is included hereto as Exhibit 10.15 and incorporated herein by reference.

Indemnification Agreements 

In connection with the Merger, the Company entered into indemnification agreements with each of its directors, executive officers, and certain key consultants on February 23, 2023. The Company's indemnification agreement with Dr. Ballal replaced and superseded the Company's previous indemnification agreement with him. Each indemnification agreement provides for indemnification and advancements by the Company of certain expenses and costs relating to claims, suits or other proceedings arising from each individual's service to the Company to the fullest extent not prohibited by law. The foregoing description of the indemnification agreements is qualified in its entirety by the full text of the form of indemnification agreement, which is included hereto as Exhibit 10.16 and incorporated herein by reference.

(e)

Assumed Equity Awards 

The Company assumed, effective as of the closing of the Merger, the Former Enliven 2019 Plan, filed as Exhibit 10.17 to this Current Report on Form 8-K and incorporated herein by reference including the related forms of stock option agreement, stock option agreement with early exercise and restricted stock purchase agreement, as well as the outstanding awards granted thereunder, the award agreements evidencing the grants of such awards and the remaining shares available under the Former Enliven 2019 Plan, including any awards granted to the Company's named executive officers, in each case subject to applicable adjustments in the manner set forth in the Merger Agreement to such awards.


(f)

Employee Incentive Compensation Plan 

The Board approved an employee incentive compensation plan (the "Master Bonus Plan") in connection with and effective as of the closing of the Merger on February 23, 2023.

The Board or a committee appointed by the Board will administer the Master Bonus Plan, provided that unless and until the Board determines otherwise, the Company's Compensation Committee will administer the Master Bonus Plan. The Master Bonus Plan allows the administrator to provide awards to employees selected for participation, who may include certain of the Company's named executive officers, which awards may be based upon performance goals established by the administrator. The administrator may establish a target award for each participant under the Master Bonus Plan, which may be expressed as a percentage of the participant's average annual base salary for the applicable performance period, a fixed dollar amount, or such other amount or based on such other formula as the administrator determines to be appropriate.

Under the Master Bonus Plan, the administrator determines the performance goals, if any, applicable to any target award (or portion thereof) for a performance period, which may include, without limitation, goals related to: (i) research and development, (ii) regulatory milestones or regulatory-related goals, (iii) gross margin, (iv) financial milestones, (v) new product or business development (including geographical expansion) or sales, marketing or other commercial matters, (vi) operating margin, (vii) product release timelines or other product release milestones, (viii) publications, (ix) cash flow, (x) procurement, (xi) savings, (xii) internal structure, (xiii) leadership development, (xiv) project, function or portfolio-specific milestones, (xv) license or research collaboration agreements, (xvi) capital raising, (xvii) patent filings and (xviii) individual objectives such as peer reviews or other subjective or objective criteria. As determined by the administrator, the performance goals may be based on GAAP or non-GAAP results and any actual results may be adjusted by the administrator for one-time items or unbudgeted or unexpected items and/or payments of awards under the Master Bonus Plan when determining whether the performance goals have been met. The performance goals may be based on any factors the administrator determines relevant, including without limitation on an individual, divisional, portfolio, project, business unit, segment or company-wide basis. Any criteria used may be measured on such basis as the administrator determines, including without limitation: (a) in absolute terms, (b) in combination with another performance goal or goals (for example, but not by way of limitation, as a ratio or matrix), (c) in relative terms (including, but not limited to, results for other periods, passage of time and/or against another company or companies or an index or indices), (d) on a per-share basis, (e) against the Company's performance as a whole or a segment and/or (f) on a pre-tax or after-tax basis. The performance goals may differ from participant to participant and from award to award. Failure to meet the applicable performance goals will result in a failure to earn the target award, subject to the administrator's discretion to modify an award. The administrator also may determine that a target award (or portion thereof) will not have a performance goal associated with it but instead will be granted (if at all) as determined by the administrator.

The administrator may, in its sole discretion and at any time, increase, reduce or eliminate a participant's actual award, and/or increase, reduce or eliminate the amount allocated to the bonus pool for a particular performance period. The actual award may be below, at or above a participant's target award, in the administrator's discretion. The administrator may determine the amount of any increase, reduction or elimination on the basis of such factors as it deems relevant, and it is not required to establish any allocation or weighting with respect to the factors it considers.

Actual awards under the Master Bonus Plan generally will be paid in cash (or its equivalent) in a single lump sum only after they are earned and approved by the administrator, provided that the administrator reserves the right, in its sole discretion, to settle an actual award with a grant of an equity award with such terms and conditions, including vesting requirements, as determined by the administrator in its sole discretion. Unless otherwise determined by the administrator, to earn an actual award, a participant must be employed by the Company (or an affiliate of the Company, as applicable) through the date the bonus is paid. Payment of bonuses occurs as soon as administratively practicable after the end of the applicable performance period, but in no case after the later of (i) the 15th day of the third month of the fiscal year immediately following the fiscal year in which the bonuses vest and (ii) March 15 of the calendar year immediately following the calendar year in which the bonuses vest.


Awards under the Company's Master Bonus Plan will be subject to reduction, cancellation, forfeiture or recoupment in accordance with any clawback policy that the Company adopts pursuant to the listing standards of any national securities exchange or association on which the Company's securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable laws. In addition, the administrator may impose such other clawback, recovery or recoupment provisions with respect to an award under the Master Bonus Plan as the administrator determines necessary or appropriate, including without limitation a reacquisition right in respect of previously acquired cash, stock or other property provided with respect to an award.

The administrator has the authority to amend or terminate the Master Bonus Plan. However, such action may not materially alter or materially impair the existing rights of any participant with respect to any earned bonus without the participant's consent. The Master Bonus Plan will remain in effect until terminated in accordance with the terms of the Master Bonus Plan.

The above description of the Master Bonus Plan does not purport to be complete and is subject to and qualified in its entirety by reference to the copy of the Master Bonus Plan included as Exhibit 10.18 to this Current Report on Form 8-K, which is incorporated herein by reference.