Form 8-K for AETHLON MEDICAL INC
19-Dec-2008
Change in Directors or Principal Officers
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On December 15, 2008, the Company entered into an agreement with James
A. Joyce, the Company's Chairman, President, Chief Executive Officer, Chief Financial Officer and Secretary, pursuant to which the Company granted Mr. Joyce a non-statutory stock option to acquire an aggregate of 2,000,000 shares of the Company's common stock at an exercise price of $0.25 per share. The exercise price was set based on the closing price of the Company's common stock on November 13, 2008, the date on which the Company's Board of Directors approved the grant of the option. The option vested on December 15, 2008, the date of grant, with respect to 1,000,000 shares, will vest as to 500,000 shares on December 31, 2009 and will vest as to the remaining 500,000 shares on December 31, 2010. Unless terminated earlier in accordance with the agreement, the option, to the extent unexercised, will expire on November 13, 2018.
On December 15, 2008, the Company entered into separate agreements with Franklyn S. Barry and Edward G. Broenniman, two of the Company's non-employee directors, pursuant to which the Company granted to each such director a non-statutory stock option to acquire an aggregate of 500,000 shares of the Company's common stock at an exercise price of $0.41 per share. The exercise price was set based on the closing price of the Company's common stock on June 4, 2008, the date on which the Company's Board of Directors approved the grant of each option. In the case of each grant, the option vested on December 15, 2008, the date of grant, with respect to 333,333 shares and will vest as to the remaining 166,667 shares on June 4, 2009. Unless terminated earlier in accordance with its respective agreement, each option, to the extent unexercised, will expire on June 4, 2018.
In addition, on December 15, 2008, the Company entered into an agreement with Richard H. Tullis, Vice President, Chief Science Officer and a director of the Company, pursuant to which the Company granted to Mr. Tullis a non-statutory stock option to acquire an aggregate of 750,000 shares of the Company's common stock at an exercise price of $0.41 per share. The exercise price was set based on the closing price of the Company's common stock on June 4, 2008, the date on which the Company's Board of Directors approved the grant of the option. The option will vest as to 250,000 on June 4, 2009, 250,000 shares on June 4, 2010 and to the remaining 250,000 shares on June 4, 2011. Unless terminated earlier in accordance with the agreement, the option, to the extent unexercised, will expire on June 4, 2018.
The foregoing description of the options granted to Mr. Joyce, Mr. Barry, Mr. Broenniman and Mr. Tullis does not purport to be complete and is qualified in its entirety by their respective Stock Option Agreements, attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, each of which is incorporated herein by reference.
On November 21, 2008, Mr. Harold Handley was terminated from his position as President of the Company. At this time, no replacement has been made. Mr. Handley's primary role with the Company was regulatory oversight. The Company plans to utilize consulting firms specializing in regulatory matters for the near future.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS
EXHIBIT NO. DESCRIPTION
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10.1 Stock Option Agreement of James A. Joyce
10.2 Stock Option Agreement of Franklyn S. Barry
10.3 Stock Option Agreement of Edward G. Broenniman
10.4 Stock Option Agreement of Richard H. Tullis
AI
