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electroCore, Inc. 200 Forge Way, Suite 205 Rockaway, NJ 07866

Key Takeaway: electroCore, Inc. has formalized an agreement with a board member concerning their transition from a Class III member to a Class I member. The member will serve as a consultant after July 11, 2024, with compensation set at $500 per hour and $3,000 per day for extended work. The company will also grant stock options that will vest during the consulting term. The agreement emphasizes the responsibilities and independence expected from the consultant's role.

Market Sentiment Analysis

POSITIVE FACTORS

  • The agreement outlines a clear and structured transition for the board member.
  • Consulting role offers a generous hourly and daily compensation.
  • The board member will continue contributing through future consultations.

Full Press Release Details

200 Forge Way, Suite 205
This letter agreement (the "Agreement"),
when signed by you, will set forth the agreement between you and electroCore, Inc., a Delaware corporation (the "Company"),
concerning your role as a consultant to the Company commencing with the completion of your service as a member of the Board of Directors
of the Company (the "Board").
Accordingly, in consideration of the promises
and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the
parties intending to be legally bound, agree as follows:
and Reappointment to the Board. This Agreement shall memorialize your resignation at the close of business on July 11, 2024 as
a Class III member of the Board with a term of service expiring as of the 2024 annual meeting of stockholders of the Company, and your
reappointment to the Board immediately after the close of business on July 11, 2024 as a Class I member of the Board with a term of service
expiring as of immediately prior to the 2025 annual meeting of stockholders of the Company (the "2025 Meeting"). Except for
the change from a Class III to a Class I member, your service on the Board shall be deemed to have continued uninterrupted for all purposes.
From and after the effective date of any future termination of your service as a member of the Board (which you and the Company agree
shall be not later than immediately prior to the 2025 Meeting (the "Consulting Effective Date")), until the expiration of
the Term as set forth in Section 3 below, you agree to serve as a consultant to the Company, providing advice to the Company's Chief
Executive Officer ("CEO"), and consulting on such matters as shall be mutually agreed by you and the Company. You shall report
to, and coordinate your services hereunder through, the CEO.
3. Term. This Agreement shall
be in effect from the date hereof and expire on the first anniversary of the Consulting Effective Date or such earlier time as shall be
mutually agreed (the period during which this Agreement shall be in effect is referred to herein as the "Term"). Notwithstanding
the foregoing, either party may terminate this Agreement and the Term at any time after the Consulting Effective Date on not less than
30 days' prior notice. Without any obligation to do so, the Term may be extended by mutual written agreement expressly referencing
this Section 3 in a writing executed by you and the CEO.
Stock Options. (a) Hourly/Daily Rate. As compensation for your consulting services to the Company hereunder after the Consulting
Effective Date, the Company shall pay you at an hourly rate of $500; provided, however, that with respect to any day where the services
exceed six hours, the Company shall pay you at a daily rate of $3,000.
(b) Invoicing/Expenses.
You will invoice the Company on a monthly basis with respect to any consulting services hereunder, setting forth in reasonable detail
the services performed by day, task and hours devoted for each task. The Company will reimburse you for any reasonable out-of-pocket expenses,
including reasonable travel expenses, incurred by you in connection with the performance of the consulting services hereunder in accordance
with the Company's expense reimbursement policy as in effect from time to time; provided, however, that any individual expense item in
excess of $1,000 shall require the CEO's express prior written consent. All payments to you hereunder shall be payable in arrears
consistent with the Company's normal practice for consultants.
The Company acknowledges that the 50,000 options to purchase shares of common stock of the Company granted to you pursuant to an award
agreement dated July 11, 2024 shall vest monthly over a 12-month period following the date hereof; provided that they shall be fully vested
if (i) the Company terminates this Agreement prior to expiration of such 12-month period for any reason other than in the case of a material
breach by you of this Agreement or any agreement incorporated herein, or (ii) (x) following your appointment on July 11, 2024 as a Class
I member of the Board you remain in service as a member of the Board until immediately prior to the 2025 Meeting, and (ii) you have not
earlier terminated or materially breached the terms of this Agreement or any agreement incorporated herein. Such options shall be exercisable
in accordance with the terms of the award agreement during the Term and for one year thereafter but in any event until the third anniversary
of the award agreement. In the case of any inconsistency, between this Section 3(c) and the award agreement, the award agreement shall
Contractor. It is understood that your consulting services are being furnished to the Company as an independent contractor and
not as an employee. Except as otherwise provided in this Agreement, you shall have reasonable discretion and responsibility for the selection
of procedures, processes, materials, working hours, and other incidents of performance of services under this Agreement, subject to oversight
from the Company's CEO or other authorized officer designated by the CEO. You acknowledge that you will not be entitled to participate
in any employee benefit plans currently or hereafter maintained by the Company. The parties acknowledge and agree that you will be solely
and completely responsible for any and all taxes due and owing to any governmental entity or agency (federal, state and/or local) on any
monies or compensation received by you from the Company under this Agreement. You will pay all taxes arising from his receipt of compensation
under this Agreement, including, but not limited to, any self-employment and payroll taxes.
Information and IP Assignment. You agree to execute and be bound by the Company's standard Consultant Confidentiality and
Assignment Agreement, a copy of which is attached hereto and which shall be incorporated by reference herein.
This Agreement, together with the documents referred to herein and incorporated by reference herein, contains the entire agreement of
the parties with respect to the subject matter hereof. The terms and conditions of this Agreement may be modified, amended and waived
only by a written instrument signed by you and the CEO. The Company's waiver or failure to enforce the terms of this Agreement or
any similar agreement in one instance shall not constitute a waiver of its rights hereunder with respect to other violations of this or
any other agreement. You acknowledge that the Company may have no adequate remedy at law in case of violation of any of the terms of this
Agreement. In such event, the Company shall have the right, in addition to any other rights and remedies it may have, to obtain, in any
court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach hereof or otherwise to specifically enforce
any of the provisions of this Agreement. Because of the personal nature of the services to be rendered by you under this Agreement, you
may not assign this agreement without the prior written consent of the Company, which may be withheld at its discretion. Any provision
of this Agreement, which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability
of such provision in any other jurisdiction. Your obligations and responsibilities under the agreement referred to in Section 5 shall
remain in full force and effect and survive any termination or expiration of this Agreement. All notices required or permitted hereunder
shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii) five days after
having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iii) one business day after deposit with
a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All notices required or
permitted hereunder shall be sent: (A) to the Company at 200 Forge Way, Suite 205, Rockaway, NJ 07866;
Attention: Chief Executive Officer, with a copy (which shall not constitute notice) to: Ira L. Kotel, Esq., Dentons US LLP, 101 JFK Parkway,
Short Hills, NJ 07078; and (B) to you at the address on the signature page hereof or such other address as the Company may have in its
records for you at the time of notice, or at such other address as the Company or you may designate by written notice to the other party.
Each party hereto intends that this Agreement shall not benefit, be enforceable by, or create any right or cause of action in or on behalf
of any person or entity other than you and the Company.
Law; Jurisdiction. This Agreement shall in all respects be interpreted, enforced, and governed under the laws of the State of
Delaware. The parties hereto consent to the jurisdiction of the federal and state courts in the State of Delaware for all disputes arising
pursuant to this Agreement. YOU AND THE COMPANY AGREE AND ACKNOWLEDGE THAT ANY ACTION OR OTHER PROCEEDING UNDER OR IN RELATION TO THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUCH ACTION OR OTHER PROCEEDING.
9. Counterparts. This Agreement
may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.
Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
If you agree with the foregoing terms, please
indicate such agreement by signing the enclosed duplicate original of this letter in the space provided and returning it to the Company.
Very truly yours,
ElectroCore, Inc.
By:
Name: Daniel S. Goldberger
Title: Chief Executive Officer
Acknowledged and Agreed:
Consultant Confidentiality and Assignment Agreement
In consideration and as a condition of my continuing
engagement as a consultant by electroCore, Inc. and its affiliates (collectively, the "Company"), I agree as follows:
I UNDERSTAND THAT THIS AGREEMENT AFFECTS IMPORTANT
RIGHTS. BY SIGNING BELOW, I CERTIFY THAT I HAVE READ IT CAREFULLY AND AM SATISFIED THAT I UNDERSTAND IT COMPLETELY.
IN WITNESS WHEREOF, the undersigned has executed
this Agreement as of the date set forth below.
Type or print name: F. Peter Cuneo

Frequently Asked Questions

What is the role of the consultant in electroCore, Inc.?

The consultant will provide advice to the CEO and consult on mutually agreed matters.

What is the duration of the consulting Agreement?

The Agreement lasts until the first anniversary of the Consulting Effective Date or as mutually agreed.

How will the consultant be compensated?

The consultant will be paid $500 per hour or $3,000 per day if services exceed six hours.

Are consulting services considered employee status?

No, consulting services are delivered as an independent contractor, not an employee.

How are stock options structured in this Agreement?

50,000 stock options will vest monthly over 12 months, with conditions for full vesting.

Last updated: Jul 11, 2024