Full Press Release Details
MAINZ BIOMED USA, INC.
1. Purpose. The Mainz Biomed USA, Inc. Carve-Out Plan, as may be amended from time
to time (the "Plan"), is intended to encourage and reinforce the continued attention and dedication of senior management
and other key employees of Mainz Biomed USA, Inc. (the "Company") by providing a payment opportunity to such employees
on the consummation of a Change of Control (as defined below). Terms used in this Plan have the meanings set forth in Appendix I.
& Allocation. The Administrator will determine the Participants and their respective
Carve-Out Percentages in its sole discretion. The Company will notify each eligible Participant of his or her Carve-Out Percentage after
making such determination. Only Participants who have satisfied all conditions to earn a Carve-Out Payment (including signing the Participation
Acknowledgment and if required by the Participation Acknowledgment, a noncompete agreement pursuant to Section 3.4) will be eligible to
receive a Carve-Out Payment pursuant to this Plan.
Acknowledgment. A Participant must sign and return a Participation Acknowledgment in
the form attached as Exhibit A within 10 days after receipt of same. If a Participant fails to return a signed Participation
Acknowledgment by that date, such Participant will immediately forfeit any Carve-Out Interest granted to such Participant.
Service. Except as set forth in Section 3.3, a Participant must remain in Continuous
Service until the Closing to earn any Carve-Out Payment. Except as set forth in Section 3.3, if a Participant's Continuous Service
or other service to the Company terminates prior to the Closing, such Participant will immediately forfeit any Carve-Out Interest granted
to such Participant. For the avoidance of doubt, the termination of the Continuous Service of a Participant on the date of the Closing
or following the Closing will not impact the Participant's eligibility to receive a Carve-Out Payment hereunder.
without Cause Proximate to a Change of Control. If a Participant's employment is terminated by the Company without
Cause within 90 days prior to or any time after the execution of a definitive agreement that results in a Change of Control, the Participant
will remain a Participant in this Plan and the Participant will be eligible to receive a Carve-Out Payment as if such termination of employment
had not occurred, subject to the terms and conditions of this Plan.
Agreement Requirement. If so provided in the Participation Acknowledgment, the Administrator
may require a Participant to deliver to the Company an agreement not to compete with the Company with respect to any stool-based colorectal
cancer screening or diagnostic product in the form attached as Exhibit B ("Noncompete Agreement"). If any Participant
required by the Participation Acknowledgment to sign a Noncompete Agreement in order to obtain a Carve-Out Payment fails to execute such
Noncompete Agreement, then the Participant will forfeit his or her entire right to earn the Carve-Out Payment allocable to such Participant,
and his or her Carve-Out Interest will be forfeited immediately without receipt of any consideration therefor.
Earning and Payment of Carve-Out Payments.
4.1 Carve-Out Payments. A Participant will become vested in the Carve-Out Payment only on the
Closing. The Company, or its successor, will pay to each Participant the Carve-Out Payment (if any) as soon as administratively practicable
following the Closing, but in all cases not later than 3 business days after the Closing.
of Payment. Subject to compliance with applicable laws, rules or regulations, any
Carve-Out Payment that become payable hereunder will be paid in the same form (or forms) as the consideration received by Securityholders
in respect of their Company equity securities due to the Change of Control. However, the Administrator may decide, in its sole discretion,
to pay some or all the amounts due hereunder in cash, including, without limitation, to facilitate any required tax withholding obligations
or to comply with applicable securities laws.
The Plan will be administered by the Administrator.
of Plan and Successors. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the Company, whether pursuant to a Change of Control or otherwise,
to expressly assume and agree to perform the obligations under this Plan (including without limitation, the payment of any and all costs
and expenses, including reasonable legal expenses, that are incurred by or on behalf of the Post-Closing Committee in connection with
the performance of its duties herein) in the same manner and to the same extent the Company would be required to perform if no such succession
had taken place. The terms and provisions of this Plan will be binding on any successor to the Company, and such successor will accordingly
be liable for the payment of all benefits which become due and payable under this Plan with respect to the Participants.
Taxes. All amounts payable hereunder will be subject to applicable state, federal, foreign and local income, employment and excise
any of the payments or benefits received or to be received by a Participant (including, without limitation, any payment or benefits received
in connection with a Change of Control or a Participant's termination of employment, whether pursuant to the terms of this Plan
or any other plan, arrangement, or agreement, or otherwise) (all such payments collectively referred to herein as the "280G Payments")
constitute "parachute payments" within the meaning of Section 280G of the Code and would, but for this Section 8.1, be subject
to the excise tax imposed under Section 4999 of the Code (the "Excise Tax"), then such 280G Payments shall be reduced in a
manner reasonably determined by the Company (by the minimum possible amounts) that is consistent with the requirements of Section 409A
solely to the extent that, and only until, the amount to be received by the Participant on an after-tax basis is greater than the amount
that would be received by the Participant in the absence of any such reduction.
calculations and determinations under this Section 8.2 shall be made by an independent accounting firm or independent tax counsel appointed
by the Company (the "Tax Counsel") whose determinations shall be conclusive and binding on the Company and the Participant
for all purposes. For purposes of making the calculations and determinations required by this Section 8.2, the Tax Counsel may rely on
reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company
and Participant shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to
make its determinations under this Section 8.2. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with
409A. The Company intends that the benefits payable under this Plan satisfy, to the greatest extent possible, the exemption from the
application of Section 409A of the Code provided under Treasury Regulation Section 1.409A-1(b)(4).
of the Plan. The Plan will be effective as of the date it is approved by the Compensation
Committee and the Board (the "Effective Date"). If a Change of Control has not occurred, this Plan shall expire at
11:59 pm Pacific Time on December 31, 2025, unless extended for an additional period or periods by resolutions adopted by the Compensation
Committee and the Board or unless a definitive agreement has been executed prior to such date which results in a Change of Control after
such date. If a Change of Control occurs, this Plan shall continue in full force and effect, and shall not terminate or expire until after
all Participants who become entitled to Carve-Out Payments hereunder shall have received such payments in full.
of Law. All questions concerning the construction, validation and interpretation of this Plan will be governed by the law of the State
of California, without regard to its conflict of laws provision. By executing a Participation Acknowledgment, the Company and applicable
Participant hereby expressly consent to the sole and exclusive jurisdiction and venue of the state and federal courts located in Santa
Clara County, California.
All reasonable costs and expenses (including fees and disbursements of counsel) incurred on or after a Change of Control by a Participant
in seeking to enforce rights pursuant to this Plan shall be paid on behalf of or reimbursed to Participant promptly by the Company (in
no event later than 10 days of the invoice date), whether or not Participant is successful in asserting such rights; provided, however,
that no reimbursement shall be made of such expenses relating to any unsuccessful assertion of rights if and to the extent that Participant's
assertion of such rights was in bad faith.
Modification of Other Employment Arrangements. Nothing contained in this Plan should be construed a modifying or nullifying the terms
of any other arrangement or contract entered into by and between the Participant and the Company.
means the Compensation Committee as then constituted with respect to
any action taken prior to the Closing and the Post-Closing Committee with respect to any action taken on or following the Closing.
"Board" means the Board of Directors of the Company.
"Carve-Out Interest"
means the portion of the Carve-Out Pool Amount allocated to the Participant by the Administrator, expressed as a percentage of the Carve-Out
means, with respect to a Participant, (i) the Carve-Out Pool Amount multiplied by such Participant's Carve-Out Percentage,
minus (ii) such Participant's Equity Offset. For clarity, if the Participant's Equity Offset equals or exceeds the
product of the Carve-Out Pool Amount multiplied by such Participant's Carve-Out Percentage, the Participant will have no right to
receive any payment under this Plan.
"Carve-Out Percentage"
means, in respect of each Participant, the percentage specified in such Participant's Participation Acknowledgment.
"Carve-Out Pool Amount" means (i) 13% of
the Closing Consideration less (i) the aggregate severance payments contractually owed to all Participants who have been informed on or
before the Closing that their employment with the Company will terminate on or within three months after the Closing.
"Cause" has the meaning set forth in the Participant's employment or
management services agreement and if the Participant does not have an employment agreement or management services agreement, "Cause"
means (i) the willful, substantial and continuing failure of the Participant, after specific written notice thereof, to render services
to the Company or its affiliates in accordance with the terms or requirements of employment, which is not cured within 30 days of such
notice; (ii) the Participant's willful failure to attempt in good faith to implement a clear, reasonable valid and legal directive
of the Board or Chief Executive Officer; (iii) the Participant's engagement in dishonesty, illegal conduct, or other material misconduct,
which is, in each case, materially injurious to the Company or its affiliates; (iv) the Participant's embezzlement, misappropriation