Replies to post #378665 on Innovation Pharmaceuticals Inc (IPIX)

[loanranger]

“Under (vi) Maximum Award Payable

Notwithstanding any provision contained in this Plan to the contrary, the maximum Performance Compensation Award payable to any one Participant under the Plan for a Performance Period (excluding any Options and Stock Appreciation Rights) is 200,000,000 shares of Common Stock or, in the event such Performance Compensation Award is paid in cash, the equivalent cash value thereof on the first or last day of the Performance Period to which such Award relates, as determined by the Committee."

I stopped there because I was primarily concerned with an Award paid in shares versus cash. The rest of the statement is reproduced below***.

Performance period is defined by the Plan as follows:
""Performance Period" means the one or more periods of time not less than one fiscal quarter in duration, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant's right to and the payment of a Performance Compensation Award."

So a Performance Period COULD be a quarter....and we can all multiply 200,000,000 times 4.
That seems CRAZY (as if 200,000,000 didn't) and maybe it's a mistake, because the same 8K says this in the amended language of Section 4.3 of the Plan:
"4.3 Subject to adjustment in accordance with Section 11, no Participant shall be granted, during any one (1) year period, Options to purchase Common Stock and Stock Appreciation Rights with respect to more than 200,000,000 shares of Common Stock in the aggregate or any other Awards with respect to more than 200,000,000 shares of Common Stock in the aggregate."

Those terms seem to be in conflict if I'm not misreading them, but the purpose of the post is to highlight just how complicated this stuff can be, involving fuzzy language and crosschecking multiple documents. It's little wonder that few actually READ them and prefer the fun stuff, like speculating on share prices.

***
"The maximum amount that can be paid in any calendar year to any Participant pursuant to a cash bonus Award described in the last sentence of Section 7.4(a) shall be $40,000,000. Furthermore, any Performance Compensation Award that has been deferred shall not (between the date as of which the Award is deferred and the payment date) increase (A) with respect to a Performance Compensation Award that is payable in cash, by a measuring factor for each fiscal year greater than a reasonable rate of interest set by the Committee or (B) with respect to a Performance Compensation Award that is payable in shares of Common Stock, by an amount greater than the appreciation of a share of Common Stock from the date such Award is deferred to the payment date.”

[loanranger]

I wasn't quite right about this:
"All they've done so far is describe what they CAN do."

That only relates to the 2016 Plan amendments.

The following is a done deal:
"Annual Stock Option Awards — The Compensation Committee approved stock option awards under the Plan relating to one million shares of common stock to each independent director and 500,000 shares of common stock to each of the non-independent director and the Company's Senior Vice President, Clinical Sciences and Portfolio Management."

Those are THIS YEAR'S awards. Note that the Directors are getting options and LE and JH are getting stock.
Also note that the Annual Stock Option Awards don't seem to be annual. They didn't happen in the last fiscal year and the plan doesn't call for Annual awards but it does allow for them.


From the FORM of the Company's executive employment agreement:
2.6 Annual Equity Award.
With respect to each fiscal year of the Company ending during the term of Executive’s employment and commencing with the fiscal year ending June 30, 20___, Executive shall be eligible to receive annual equity awards under the Company’s 2016 Omnibus Incentive Plan or any successor plan, with a target award of options to purchase _________ shares of the Company’s common stock with an exercise price equal to the last closing price of the Company’s common stock prior to the date of grant, which options shall vest ratably each month over the ___ months following the date of grant.

A curiosity: The 2016 Incentive Plan was approved the same day that Bertolino was hired.
JH has been receiving options annually like clockwork since her hiring in 2016 based on some calculation. Now that LE has an agreement perhaps he will as well.

These "awards" seem to be granted at the will of the "board" under a "plan" that allows for it. They're hard to keep track of. Filing of the actual employment agreements, versus the FORM of the agreements, might make it doable.
The director's compensation doesn't seem to be fixed in form or amount.