Item 5.02. Departure of Directors of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On December 29, 2022, our Board of Directors adopted a revised Non-Employee
Director Compensation Program and Stock Ownership Guidelines (the "Director
Compensation Plan") in order to decrease the number of options to be granted to
each non-employee director in connection with the Company's annual grant of
stock options. A copy of the Director Compensation Plan is filed herewith as
Exhibit 10.1.
Also on December 29, 2022, we completed our annual grant of stock options to
employees, including executive officers, and directors of the Company. The
annual grant is intended to recognize employees who meet certain employment
criteria and retain key employees. The exercise price of the options is based on
the closing price of our common stock of $1.08 per share on December 29, 2022,
and the options granted to executive officers and directors vest in three equal
tranches on the first, second and third anniversary of the grant date. All
options vest upon change of control and as otherwise provided in an executive
officer's employment agreement. Each director received 20,000 options pursuant
to the Director Compensation Plan and each executive officer received grants as
follows:
· Amy Trombly, Chief Executive Officer: 40,000 options;
· Chad White, Chief Financial Officer: a prorated amount of 9,753 options based
on Mr. White's start of employment with the Company on October 3, 2022; and
· Bruce Thornton, Chief Operations Officer: 40,000 options.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Sonoma Pharmaceuticals, Inc. Non-Employee Director Compensation Program
and Stock Ownership Guidelines, revised by the Board of Directors on
December 29, 2022.
104 Cover Page Interactive Data File (formatted in inline XBRL in Exhibit
101).
2
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