Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 23, 2022, Cryo-Cell International, Inc. ("Company") entered into new
two-year employment agreements (the "Agreements"), effective December 1, 2022,
with David Portnoy, Co-Chief Executive Officer of the Company and Mark Portnoy,
Co-Chief Executive Officer of the Company (the "Executives"). The new Agreements
supersede and replace prior employment agreements with each of the Executives.
The Agreements provide for an annual base salary of $700,000 for David Portnoy
and $540,000 for Mark Portnoy. In addition to base salary, for fiscal years
ending November 30, 2023 and November 30, 2024, the Executives and Company's
performance will be evaluated for consideration of a subjective cash and/or
equity bonus.
In addition, as an incentive for Executive to enter into this Employment
Agreement, the Committee agrees to award David Portnoy and Mark Portnoy a
signing bonus of a 5-year option to acquire 50,000 and 25,000 shares,
respectively, of the Company's common stock, exercisable only if the Company's
stock has a closing price at least once during the life of the option above
$8.00.
The Agreements also provide for reimbursement for all business expenses,
including reasonable commuting expenses for David Portnoy between his home in
Miami, Florida to the Company's headquarters in Tampa, Florida, including
lodging and rental car expenses for when he is working in the Company's offices
in Tampa. David Portnoy's principal place of employment shall be at the
Company's offices in Miami, Florida, provided he shall travel to the Company's
headquarters as necessary to fulfill his responsibilities under the Agreements.
The Company shall pay reasonable legal fees and expenses paid or incurred by the
Executives pursuant to any dispute or question of interpretation relating to the
Agreements shall be paid or reimbursed by the Company, provided that such
payment or reimbursement is made by the Company not later than thirty (30) days
after the date on which the Executives submits to the Company a request for
repayment. The Executives will also participate in the employee benefit plans
that the Company generally makes available to Company employees from time to
time, including retirement and health plans.
. Upon the occurrence of (i) an involuntary termination of employment; (ii) a
voluntary termination of employment for "Good Reason" (as defined in the
Agreements); or (iii) an involuntary termination of employment or voluntary
termination of employment for "Good Reason" at any time following a change in
control (as defined in the Agreements), the Agreements provide for severance pay
equal to two times the Executive's then-current annual base salary, plus, if the
termination is during the first year of the Initial Term the average of the
three most recent Bonuses earned by the Executives, and if after the second year
of the Initial Term then the amount of the most recent Bonuses earned by the
Executives. The first payment shall be made within 90 days after the occurrence
of the triggering event, the second and third payments shall be made no later
than March 15th of each year subsequent to the date of termination. In addition,
the Company shall provide, at no cost to the Executives, continued life
insurance coverage and nontaxable medical, dental and disability insurance
coverage substantially similar to the coverage maintained by the Company for the
executives prior to such termination for 24 months after the termination. If the
termination of employment is due to disability (as defined in the Agreements),
the Company shall pay the executive two times their then-current base salary in
equal installments over three years no later than 30 days after such disability,
reduced by any amount paid to them from any disability insurance, Social
Security, workman's compensation or other disability program. In addition, all
unvested shares and options held by the Executives shall become fully vested
upon their disability. If the termination of employment is due to death, the
Company shall pay the Executives two times their then-current base salary as a
cash lump sum within 30 days after their date of death, and the Company will
continue to provide medical and dental coverage for the Executives family for
two years after their death. The Agreements include a one-year non-competition
restriction and a 12-month restriction on solicitation of employees or
customers.
Item 9.01. Financial Statements and Exhibits.
Financial Statements of Businesses Acquired. Not Applicable.
Pro Forma Financial Information Not Applicable.
Shell Company Transactions Not Applicable.
Exhibits.
Exhibit No. Description
10.1 Employment Agreement between
Cryo-Cell International, Inc and
David Portnoy.
10.2 Employment Agreement between
Cryo-Cell International, Inc and
Mark Portnoy.
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