Cyanotech Corporation (NASDAQ:CYAN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.     Entry into a Material Definitive Agreement.

The disclosure in Item 5.02 is incorporated by reference herein.

Item 1.02.     Termination of a Material Definitive Agreement.

The disclosure in Item 5.02 is incorporated by reference herein.

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

As previously disclosed, Mawae Morton tendered his resignation as Chief Executive Officer and as a director of Cyanotech Corporation (the “Company”) and its subsidiary on April 22, 2019. The resignation notice stated that Mr. Morton’s resignation as Chief Executive Officer would become effective as of May 22, 2019 (the “Separation Date”). On June 3, 2019, the Company and Mr. Morton entered into Separation Agreement (the “Separation Agreement”), to which, in exchange for granting the Company a release of certain claims, agreeing to comply with certain restrictive covenants, and agreeing to reduce the cash amount of the severance benefits to which he would be entitled under the terms of his Executive Employment Agreement, dated July 14, 2017 (as amended, the “Employment Agreement”), Mr. Morton is eligible to receive: (i) $180,000 in cash, payable over the 12-month period following the Separation Date in accordance with the Company’s payroll schedule; (ii) payment for his accrued vacation and unused paid time off; and (iii) a grant of 68,400 shares of common stock of the Company, which will be issued in equal monthly installments over the 12-month period beginning June 2019. The Separation Agreement also provides that all unvested restricted stock units and stock options held by Mr. Morton will vest as of the Separation Date, and that the exercise period for all stock options held by Mr. Morton will be extended to December 6, 2019.

The Company and Mr. Morton mutually agreed to terminate Mr. Morton’s Employment Agreement effective as of the Separation Date, other than certain provisions which survive the termination.

Effective May 22, 2019, the Company named its founder, Gerald R. Cysewski, Ph.D., as its Chief Executive Officer. Mr. Cysewski, who previously served as the Company’s President and Chief Scientific Officer, will not receive any additional compensation for serving as the Chief Executive Officer. Mr. Cysewski’s compensation is disclosed in the Company’s Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on July 9, 2018. The position of President of the Company will remain vacant until it is filled by the Board of Directors.

The foregoing description of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement, a copy of which is filed as Exhibit 10. to this Current Report on Form 8-K and is incorporated herein by reference.