Zevra Therapeutics(ZVRA) - 2025 Q4 - Annual Results

Executive Compensation - The annual base salary for the Executive is set at $520,000, with payment made monthly[10]. - The Executive is entitled to a short-term incentive target of no less than 45% of the base salary, subject to performance goals[11]. - The Company will award the Executive 300,000 non-statutory stock options, vesting over four years[13]. - The Executive will participate in employee retirement and welfare benefit plans available to senior executives[14]. - The Company will reimburse the Executive for reasonable business expenses incurred during the employment[16]. - The Executive's principal place of employment will be in the Boston, MA, Metro Area[9]. Termination and Severance - The Executive's employment can be terminated by the Company with a 30-day notice[18]. - Upon termination without cause, the Executive will receive severance compensation equivalent to 12 months of base salary[24]. - The severance payments will include a pro-rated portion of any annual incentive compensation award[26]. - Severance compensation is subject to mandatory and voluntary payroll deductions, and will terminate if the Executive breaches post-employment covenants[30]. - Termination "with Cause" includes acts of malfeasance or misconduct resulting in material harm to the company[31]. - Termination "without Cause" does not relate to any acts constituting "Cause" and is not due to Executive's death or Total Disability[33]. - Total Disability is defined as being unable to perform essential job functions for 180 consecutive days[34]. - "Good Reason" termination requires a material change in authority, location, or salary without Executive's consent[35]. - Executive must provide notice of Good Reason within 60 days after the event, allowing the company 30 days to correct the issue[37]. - The company will pay the Executive 50% of their highest annualized base salary as "Garden Leave Payments" for a 12-month restriction period following termination[59]. Confidentiality and Intellectual Property - All intellectual property developed during employment is assigned to the company, and the Executive agrees to assist in protecting such rights[48]. - The term "Confidential Information" includes all business-related information developed during the Executive's employment, which is critical for maintaining the company's competitive advantage[52]. - The Executive acknowledges that the Confidential Information is a valuable asset for the company and its protection is essential[53]. - The Executive agrees not to disclose the terms of the Agreement, except to certain advisors, and any violation constitutes a material breach[104]. Non-Competition and Restrictive Covenants - The "Restricted Period" lasts throughout the Employment Term and continues for 12 months after termination initiated by the Executive[56]. - The Executive agrees not to engage in any competitive activities with the company for the duration of the Restricted Period[57]. - The company may seek injunctive relief and monetary damages in case of a breach of the Noncompetition Agreement[61]. Legal and Tax Provisions - The Agreement is governed by the laws of the State of Florida, with disputes to be litigated in Osceola County[76]. - The Executive is responsible for all applicable taxes on compensation and benefits under the Agreement[81]. - The Agreement includes provisions for the survival of certain terms, including restrictive covenants, after the termination of the Executive's employment[75]. - The agreement is intended to comply with Section 409A of the Code, which may delay payments for specified employees for six months after separation[70]. Indemnification and Cooperation - The Company will indemnify the Executive against any actions, suits, or claims arising from the Executive's performance of duties, covering costs and reasonable attorney's fees[72]. - The Executive agrees to cooperate with the Company in any litigation or investigation related to events during their employment, with reimbursement for reasonable expenses[82]. Acknowledgments and Waivers - Executive acknowledges that the payments and benefits provided in the Agreement are in consideration for the acceptance and execution of the Agreement[101]. - Company has satisfied all obligations owed to Executive under any employment agreement, and this Agreement supersedes prior agreements[102]. - The Executive has waived the right to recover monetary damages in connection with any claims under the Age Discrimination in Employment Act and other related laws[93]. - The Agreement may be revoked by Executive within seven days after execution, and it will not become effective until the expiration of this period[111].