MISONIX, INC. (NASDAQ:MSON) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 21, 2017, Misonix, Inc. (the “Company”) entered into an Employment Agreement (the “Employment Agreement”) with Joseph P. Dwyer to which Mr. Dwyer will serve as the Company’s full time Chief Financial Officer. Mr. Dwyer has been serving as interim Chief Financial Officer of the Company since September 2016.
to the Employment Agreement, Mr. Dwyer’s initial term of employment runs through August 21, 2019, provided that the term shall be automatically renewed and extended for consecutive one (1) year renewal terms, unless either party sends to the other party a notice of non-renewal at least ninety (90) days prior to the expiration of the initial term or any then-current renewal term. Mr. Dwyer will receive an annual base salary of not less than two hundred seventy-five thousand dollars ($275,000) per annum, subject to review by the Board at least annually for increase but not for decrease. Mr. Dwyer is also eligible to receive annual bonuses in the discretion of the Board of Directors. If the Company terminates Mr. Dwyer’ employment without cause (as defined in the Employment Agreement), the Company provides a notice of non-renewal, or Mr. Dwyer terminates his employment for good reason (as defined in the Employment Agreement), Mr. Dwyer shall be entitled to receive (i) a lump-sum cash payment from the Company in an amount equal to fifty percent of the annual base salary if the applicable termination of employment takes place prior to the first anniversary of the effective date of the Employment Agreement or one hundred percent of the annual base salary if the applicable termination of employment takes place on or at any time after the first anniversary of the effective date of the Employment Agreement and (ii) continuation of all employee benefits and fringe benefits to which he was entitled under the Employment Agreement immediately prior to such termination of employment for a period of six or twelve months (as the case may be based upon the same time criteria as the cash severance) following the termination of employment. The Employment Agreement also contains non-competition and non-solicitation covenants from Mr. Dwyer during the term of employment and for a period of 12 months thereafter. The Employment Agreement supersedes the existing consulting agreement to which Mr. Dwyer was acting as Interim Chief Financial Officer.
In conjunction with the execution of the Employment Agreement, on August 21, 2017 Mr. Dwyer received a grant of a ten-year stock option to purchase one hundred thousand (100,000) shares (the “Stock Option Award”) of Company common stock, under the Misonix, Inc. 2017 Equity Incentive Plan. The Stock Option Award has an exercise price of $10.20 per share, which equals the fair market value as defined in the plan and vests and becomes exercisable in four equal annual installments from the date of grant.
The description of the Employment Agreement set forth herein does not purport to be complete and is qualified in its entirety by the provisions of the Employment Agreement which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
A press release with respect to the foregoing was issued by the Company on August 23, 2017 and is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
|(d)||Exhibits – The following exhibits are filed as part of this report:|
|Exhibit No.||Description of Exhibit|
MISONIX INC ExhibitEX-10.1 2 s107298_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on August 21,…To view the full exhibit click
About MISONIX, INC. (NASDAQ:MSON)
MISONIX, INC. (Misonix) is a surgical device company. The Company designs, manufactures and markets therapeutic ultrasonic products across the world for spine surgery, skull-based surgery, neurosurgery, wound and burn debridement, cosmetic surgery, laparoscopic surgery and other surgical applications. The Company’s products include BoneScalpel, BoneScalpel MIS System, SonicOne O.R. System and SonaStar. BoneScalpel is an ultrasonic cutting system with applications in orthopedic and reconstructive surgery, as well as neurosurgery. BoneScalpel MIS System offers deep cuts through osseous structures with minimal blood loss. Misonix SonicOne O.R. System is an ultrasonic surgical debridement system that allows surgeons to address the challenges chronic wounds present to them, the patient, and the health-care system. SonaStar is used for neurosurgical procedures, such as skull/non-skull base tumor resections, transnasal procedures and acoustic mengiomas.