Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 13, 2023, Aytu BioPharma, Inc. ("the Company" or "Aytu") entered
into amended and restated employment agreements with Josh Disbrow, the Company's
Chief Executive Officer (the "Disbrow Agreement"), and Mark Oki, the Company's
Chief Financial Officer (the "Oki Employment Agreement" and collectively, the
"Agreements"). The Agreements were approved by the Compensation Committee of the
Company's Board of Directors and supersede any prior employment agreements or
amendments with the Company. Except as described herein, the Agreements are
consistent with the existing arrangements with the officers as described in the
Company's proxy statement for its 2022 Annual Meeting of Stockholders, which was
filed on April 7, 2022 (the "2022 Proxy Statement")
The Disbrow Agreement was set to expire in April 2023 and his agreement was
amended to: (i) provide for one-year terms with auto-renewal; (ii) modify the
acceleration provision in connection with a change of control such that he would
need to be terminated within 12 months following a change of control for "Cause"
or resign for "Good Reason"; and (iii) provide associated changes to the "Cause"
definition to (a) change material misconduct in connection with his employment
to willful malfeasance or willful misconduct; and (b) change material breach of
the employment agreement to willful and deliberate breach.
The Oki Agreement was amended to: (i) modify the equity acceleration provision
to conform to the Disbrow Agreement relating to the equity awards referenced and
acceleration language; and (ii) provide associated changes to the "Cause"
definition to (a) change material misconduct in connection with his other
agreements with the Company to willful malfeasance or willful misconduct; (b)
make conforming changes related to Mr. Oki's unintended but material breach of
the Oki Agreement instead of a material and repeated breach; and (c) change
gross negligence in connection with his employment to willful malfeasance.
The foregoing description of the changes to the Agreements is a summary and is
qualified in its entirety by the complete terms of the Agreements, which the
Company plans to file as exhibits to the Company's quarterly report on Form 10-Q
for the quarter ended December 31, 2022.
Additional information regarding officer compensation may be found in the
Company's 2022 Proxy Statement.
© Edgar Online, source Glimpses
AYTU BIOPHARMA, INC. 
