bonus of $75,000, subject to the Company’s timely filing of its Annual Report on Form 10-K for the 2025 calendar year, receipt of a satisfactory report from the Company’s independent auditors with respect to the Company’s 2025 financial statements, and Mr. Nalepa’s continued employment through the payment date. For the 12-month period commencing July 1, 2026, and for each subsequent 12-month period during the employment term, Mr. Nalepa will be eligible to receive a discretionary bonus, which may be more or less than $150,000, based upon key performance measures mutually agree upon between Mr. Nalepa and the Compensation Committee of the Board in consultation with the Audit Committee of the Board.
Either party may terminate the employment relationship at any time, with or without Cause (as defined in the Nalepa Agreement), on advance notice as provided in the Nalepa Agreement, except that the Company may terminate Mr. Nalepa’s employment immediately for Cause. Mr. Nalepa is required to provide the Company at least 30 days’ prior written notice if he decides to terminate his employment, provided that any such notice must be given at least 60 days prior to any deadline for filing the Company’s quarterly or annual financial reports with the SEC. If Mr. Nalepa’s employment is terminated by the Company without Cause or by Mr. Nalepa for Good Reason (as defined in the Nalepa Agreement), then, subject to his execution and non-revocation of a general release of claims, Mr. Nalepa will be entitled to a separation payment equal to 12 months of his then-current base salary, payable in 12 equal monthly installments. Upon a Change in Control (as defined in the Nalepa Agreement) during the employment term, the Company may terminate Mr. Nalepa’s employment within 120 calendar days after the Change in Control, in which event Mr. Nalepa will be entitled, subject to his execution and non-revocation of a general release of claims, to a lump-sum payment equal to two times his then-current base salary, in lieu of the separation payment described above.
The Nalepa Agreement also contains customary provisions regarding expense reimbursement, employee benefits, vacation, indemnification and directors’ and officers’ liability insurance, and post-termination obligations, including pursuant to a previously executed proprietary rights agreement.
Desharnais Employment Agreement
The Employment Agreement with David Desharnais (the “Desharnais Employment Agreement”) provided that Mr. Desharnais served as the Company’s President beginning January 17, 2022 and as Chief Executive Officer beginning May 2024. Mr. Desharnais’s Employment Agreement provided for a minimum base salary of $795,000 per annum, and he was eligible for a bonus as determined by the Compensation Committee. Mr. Desharnais was also eligible to receive all such other benefits as provided to other management employees. In November 2024, Mr. Desharnais voluntarily reduced his base salary from $795,000 to $397,500 (a 50% reduction).
Under the Desharnais Employment Agreement, Mr. Desharnais was eligible to receive severance benefits in connection with a qualifying termination, including termination within 120 days of a change of control.
On March 12, 2025, Mr. Desharnais submitted his resignation as President and Chief Executive Officer of the Company, which was accepted by the Board of Directors, effective as of March 26, 2025. No severance or separation payments were made to Mr. Desharnais in connection with his resignation.
Hen Employment Agreement
The Employment Agreement with Eyal Hen (the “Hen Employment Agreement”) provided that Mr. Hen served as our Chief Financial Officer. Mr. Hen’s Employment Agreement had an initial three-year term beginning on May 15, 2019, and had been subject to automatic annual extension since the initial term ended. His minimum base salary was $445,000 per annum and he was eligible for a bonus as determined by the Board of Directors of the Company in its sole discretion. Mr. Hen was also eligible to receive all such other benefits as provided to other management employees.
Under the Hen Employment Agreement, Mr. Hen was eligible to receive two times his base salary then in effect if his employment with the Company was terminated within 120 days of a change of control (as such term is defined in the Hen Employment Agreement). In November 2024, Mr. Hen’s base salary was voluntarily reduced by 30%, from $445,000 to $311,850. In April 2025, Mr. Hen’s base salary was reinstated to $445,000.
On November 13, 2025, Mr. Hen submitted his resignation as Chief Financial Officer of the Company, effective November 17, 2025. Mr. Hen’s resignation was not the result of any disagreement with the Company on any
