Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Employment Agreement Amendments
On January 8, 2023, upon recommendation from the compensation committee of
Rezolute, Inc. (the "Company"), the full board (with Mr. Nevan Elam abstaining)
approved certain amendments to the employment agreements (collectively, the
"Amendments" and individually, the "Amendment") of Messrs. Elam and Roberts, the
Company's chief executive officer and chief medical officer, respectively.
Amendments to Mr. Elam's Employment Agreement
Pursuant to the Amendment to Mr. Elam's employment agreement, if Mr. Elam is
terminated outside of a change in control event and without cause, all of his
equity in the Company that is subject to vesting conditions will have
accelerated vesting for eighteen (18) months and will also have an exercise
period of twelve (12) months following the occurrence of the termination event.
This is a change from his previously amended employment agreement where if Mr.
Elam was terminated outside of a change in control event and without cause, all
of his equity in the Company that was subject to vesting conditions would have
accelerated vesting for twelve (12) months and would also have an exercise
period of ninety (90) days following the occurrence of the termination event.
In addition, the amendments set forth above, the Amendment to Mr. Elam's
employment agreement included a new provision where if Mr. Elam is terminated
related to a change of control event, all of his equity in the Company that is
subject to vesting conditions will have accelerated vesting with an exercise
period of twelve (12) months following the termination event.
Amendments to Mr. Roberts' Employment Agreement
Pursuant to the Amendment to Mr. Roberts' employment agreement, if Mr. Roberts
is terminated outside of a change of control event and without cause, all of his
equity in the Company that is subject to vesting conditions will have
accelerated vesting for twelve (12) months and will also have an exercise period
of six (6) months following the occurrence of the termination event. In
addition, upon the occurrence of a termination event other than a change of
control and without cause, Mr. Roberts will be entitled to, (i) a severance
payment equal to twelve (12) months of salary, (ii) a pro-rata bonus payment
equal to the pro-rata bonus amount earned as of the date of the termination
event and (iii) twelve (12) months of COBRA.
In addition to the amendments set forth above, the Amendment to Mr. Roberts'
employment agreement includes a new provision where if Mr. Roberts is terminated
related to a change of control event, all of his equity in the Company that is
subject to vesting conditions will have accelerated vesting with an exercise
period of six (6) months following the occurrence of the termination event. In
addition, upon the occurrence of a termination event related to a change of
control, Mr. Roberts will be entitled to, (i) a severance payment equal to
eighteen (18) months of salary, (ii) a pro-rata bonus payment equal to the
pro-rata bonus amount earned as of the date of the termination event and (iii)
eighteen (18) months of COBRA.
The foregoing description is a summary of the material terms of the Amendments.
The Company will file the Amendments to its Quarterly Report on Form 10-Q for
the quarter ended December 31, 2022
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (formatted as inline XBRL)
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REZOLUTE, INC. 
