GEOVAX LABS, INC. (OTCMKTS:GOVX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 19, 2020, the Company’s board of directors (the “Board”) approved the GeoVax Labs, Inc. 2020 Stock Incentive Plan (the “2020 Plan”).

The Board approved the 2020 Plan to replace the Company’s previous equity compensation plan, the GeoVax Labs, Inc. 2016 Stock Incentive Plan (the “Prior Plan”). The 2020 Plan is substantially similar in both form and substance to the Prior Plan. The purposes of the 2020 Plan are to encourage and enable selected employees, directors and independent contractors of the Company and its affiliates to acquire or to increase their holdings of the Company’s common stock and other equity-based interests in the Company and/or to provide other incentive awards in order to promote a closer identification of their interests with those of the Company and its stockholders, and to provide flexibility to the Company in its ability to motivate, attract and retain the services of participants upon whose judgment, interest and special effort the successful conduct of its operation largely depends. The Prior Plan terminated and the 2020 Plan became effective as of the date of Board approval of the 2020 Plan. No further equity awards may be granted under the Prior Plan after the effective date of the 2020 Plan, although awards that are outstanding under the 2016 Plan as of the effective date will continue in accordance with their terms.

The 2020 Plan authorizes the issuance of up to an aggregate of 5,000,000 shares of common stock. The number of shares reserved for issuance under the 2020 Plan may be adjusted in the event of an adjustment in the capital structure of the Company (due to a merger, change in control, consolidation, recapitalization, stock split, stock dividend or similar event). The types of awards authorized under the 2020 Plan include stock options in the form of nonqualified options; stock appreciation rights (“SARs”) in the form of freestanding SARs and/or related SARs; restricted awards in the form of restricted stock awards and/or restricted stock units; performance awards in the form of performance shares and/or performance units; phantom stock awards; other stock-based awards; and/or dividend equivalent awards. The terms of these awards typically provide for vesting over a defined period of time, generally three years. The options expire if not exercised within ten years from the date of grant. The Company does not have a formula for determining stock option awards. Awards are generally based on the subjective judgment of the President and Chief Executive Officer and on the subjective judgment of the Compensation Committee of the Board (the “Compensation Committee”).

The 2020 Plan contains provisions that could lead to an accelerated vesting of options or other awards. In the event of certain change-in-control transactions described in the 2020 Plan, (i) outstanding options or other awards may be assumed, converted or replaced; (ii) the successor corporation may substitute equivalent options or other awards or provide substantially similar consideration to the participants under the 2020 Plan as were provided to stockholders (after taking into account the existing provisions of the options or other awards); or (iii) the successor corporation may replace options or awards with substantially similar shares or other property. In the event the successor corporation (if any) refuses to assume or substitute options or other awards as described, (i) the vesting of any or all options or awards granted to the 2020 Plan will accelerate upon the change-in-control transaction, and (ii) any or all options granted to the 2020 Plan will become exercisable in full prior to the consummation of the change-in-control transaction at such time and on such conditions as the Compensation Committee determines. If the options are not exercised prior to the consummation of the change-in-control transaction, they shall terminate at such time as determined by the Compensation Committee. Subject to any greater rights granted to the participants under the 2020 Plan, in the event of the occurrence of a change-in-control transaction, any outstanding options or other awards will be treated as provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation, or sale of assets.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the 2020 Plan, attached hereto as Exhibit 10.7, which is incorporated herein by reference.

Item 9.01            Financial Statements and Exhibits

(d)     Exhibits

10.1     2020 Stock Plan dated June 19, 2020