Anika Therapeutics(ANIK) - 2025 Q4 - Annual Results

Compensation and Benefits - The Executive's annual base salary will be $690,000 starting from February 1, 2026[6]. - The Executive is eligible for a target annual bonus of 75% of the Base Salary, commencing with fiscal year 2026[7]. - The Executive will receive an equity award valued at $2,450,000, consisting of 50% restricted stock units and 50% stock appreciation rights[9]. - The Executive is entitled to reimbursement for reasonable expenses incurred during the Term[10]. - The Executive will have flexible, nonaccrual paid time off according to the Company's vacation policy[12]. - The Company will pay the Executive an amount equal to 18 months of the Executive's then-current Base Salary as Severance Amount, paid in equal installments over 18 months[24]. - If the Executive's employment is terminated without Cause or for Good Reason, the Company will pay the Accrued Benefit through the Date of Termination[23]. - If the Date of Termination occurs after the end of a fiscal year, the Company will pay any annual bonus that would have been earned if the Executive had remained employed[30]. - The Severance Amount will commence within 60 days after the Date of Termination, with specific conditions for payments spanning calendar years[24]. - The Company will cover the employer portion of COBRA premiums for the Executive during the continuation of health benefits[28]. - Payments under this Agreement are subject to compliance with Section 409A of the Internal Revenue Code[36]. - The Company may amend the Agreement to ensure compliance with Section 409A without additional cost to either party[37]. Employment Termination - The Executive's employment may be terminated for Cause, which includes willful misconduct or material breach of the agreement[16]. - The Company may terminate the Executive's employment without Cause at any time during the Term[17]. - The Executive may terminate his employment for Good Reason, which includes material changes in responsibilities or salary[18]. - All stock options and other stock-based awards held by the Executive will immediately accelerate and become fully exercisable upon termination related to a Change in Control[29]. - In the event of a Change in Control, the Change in Control Severance Amount will equal 2 times the sum of the Executive's Base Salary and target annual bonus for the current fiscal year[27]. Confidentiality and Intellectual Property - The Company emphasizes the importance of confidentiality regarding financial information, forecasts, and business plans, which could lead to competitive disadvantages if disclosed[40]. - The Executive is required to disclose all inventions and developments made during employment, which will be assigned to the Company, ensuring all intellectual property rights are protected[43]. - The Executive must not disclose any confidential information obtained from previous employers during their tenure with the Company[55]. Non-Competition and Non-Solicitation - The Executive agrees to noncompetition for 12 months post-employment, restricting engagement with competing businesses in specified territories[50]. - The Executive's eligibility for noncompete compensation is contingent upon compliance with the noncompetition and nonsolicitation provisions[52]. Indemnification - The Executive shall be provided with rights to indemnification and coverage under the Company's D&O insurance policy[74]. - The Company will indemnify Indemnitee for all reasonable expenses incurred in connection with any proceeding, provided Indemnitee acted in good faith[99]. - Indemnitee is entitled to indemnification for expenses if they are successful in any proceeding, with the Company covering all reasonable expenses incurred[102]. - The Company will advance expenses incurred by Indemnitee within 30 days of receiving a request, regardless of Indemnitee's ability to repay[106]. - Indemnification will not be provided for amounts already received under any insurance policy or for any claims where Indemnitee is found liable to the Company[104]. - The Company must consent to any settlement of a proceeding, and will not indemnify for amounts paid in settlements made without prior consent[111]. - A determination of Indemnitee's entitlement to indemnification will be made by disinterested directors or Independent Counsel, depending on whether a Change in Control has occurred[112]. - The Company agrees to reimburse Indemnitee for expenses incurred while cooperating with Independent Counsel or the Company in determining entitlement to indemnification[113]. - Indemnitee must submit a written request for indemnification, specifying the basis for the claim and the amounts sought[107]. - The Company will not indemnify for any claims initiated by Indemnitee against the Company unless consented to by the Board[104]. - The Company will indemnify Indemnitee for expenses incurred as a witness in any proceeding where Indemnitee is not a party[103]. - The determination of entitlement to indemnification shall be made without regard to the Indemnitee's entitlement to insurance coverage[115]. - Indemnitee is presumed to be entitled to indemnification if a request is submitted, placing the burden of proof on the Company to overcome this presumption[118]. - The Company must indemnify Indemnitee to the fullest extent permitted by law against any Enforcement Expenses incurred in connection with indemnification actions[126]. - The rights to indemnification and advancement are non-exclusive and do not limit any other rights Indemnitee may have under applicable law or agreements[129]. - The Company is required to maintain liability insurance for its directors and officers, covering Indemnitee to the maximum extent available[131]. - The Agreement will continue until ten years after Indemnitee ceases to serve as a director or one year after the final termination of any related proceeding[134]. Agreement Provisions - The Agreement constitutes the entire agreement between the parties and supersedes any prior agreements[62]. - All payments made to the Executive under this Agreement shall be net of any required tax withholdings[63]. - The Agreement shall benefit the Executive's personal representatives and continue payments to the designated beneficiary in the event of the Executive's death[64]. - If any provision of the Agreement is declared illegal or unenforceable, the remainder shall remain valid[65]. - The Agreement may only be amended in writing, signed by both the Executive and a duly authorized representative of the Company[68]. - The Agreement is governed by the laws of the Commonwealth of Massachusetts[69]. - The Company must require any successor to assume and agree to perform this Agreement[71]. - No modification or waiver of the Agreement shall be binding unless executed in writing by both parties[138]. - The Company intends for the Agreement to comply with the Indemnification exception under Section 1.409A-1(b)(10) of the Internal Revenue Code, ensuring no deferral of compensation for bona fide claims against Indemnitee[144]. - The Company and Indemnitee agree that monetary damages for breach of the Agreement may be inadequate, allowing for injunctive relief and specific performance without the necessity of showing actual damage[148]. - The Agreement may be executed in one or more counterparts, each deemed an original, but collectively constituting one Agreement[147]. - All notices under the Agreement must be in writing and can be delivered by hand, certified mail, overnight courier, or facsimile transmission[141]. - The Company and Indemnitee consent to the exclusive jurisdiction of the Delaware Court for any actions arising from the Agreement[145]. - The Company acknowledges that a bond or undertaking may be required by the Court, but waives any such requirement for Indemnitee[149]. - Indemnitee must promptly notify the Company upon being served with any legal documents related to indemnification[140]. - The Company will contribute to the amount incurred by Indemnitee if indemnification is unavailable, reflecting the relative benefits received by both parties[142]. - The Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws rules[145]. - The headings in the Agreement are for convenience only and do not affect its construction[146].