(b)
On
September 27, 2007, Dr. Glenn E. Nedwin resigned from all positions with
Dyadic
International, Inc. (the "
Company
"),
including his positions as a member of the Company's Board of Directors
(the
"
Board
of Directors
")
and
Executive Committee of the Board of Directors (the "
Executive
Committee
"),
interim President, Chief Scientific Officer and Executive Vice President
of the
Company and President of the Company's BioPharma Business. Dr. Nedwin's
term as
a Class II director of the Company was expiring in 2007. The Company has
been
advised that Dr. Nedwin's has accepted a position with Danisco A/S. Dr.
Nedwin's
resignation was
a
result
of the events and circumstances with respect to the Company that were reported
by the Company in its Current Reports on Form 8-K previously filed with
the
Securities and Exchange Commission ("
SEC
")
since
April 24, 2007, including the information uncovered by the investigation
conducted by independent legal counsel at the direction, and under the
supervision, of the Audit Committee of the Board of Directors, as described
in
the Current Report on Form 8-K of the Company filed with the SEC on September
24, 2007.
The
Company intends to commence a search to fill the position of Chief Scientific
Officer and President of the Company's BioPharma Business, although no
assurance
can be given that the Company will be successful in the search, or the
timing of
any successful search, to replace Dr. Nedwin with a person of equal
stature.
(c)
On
September 29, 2007, the Executive Committee took the following personnel
actions:
|
·
|
Wayne
Moor, the Company’s interim Chief Executive Officer since April 23, 2007,
was appointed as the Company's permanent Chief Executive Officer
and
President;
|
|
·
|
Lisa
M. De La Pointe, the Company’s director of financial reporting and interim
Chief Financial Officer, was appointed to serve as the Company’s Executive
Vice President and permanent Chief Financial Officer;
and
|
|
·
|
Alexander
(Sasha) Bondar, the Company's Vice President, Strategy & Corporate
Development, was appointed as the Company's Executive Vice President
and
Chief Business Officer.
|
The
Company is a party to an employment agreement with Mr. Moor, the material
terms
of which agreements are described in the Company’s Annual Report on Form 10−KSB
for the year ended December 31, 2006, as filed with the SEC, which descriptions
are incorporated herein by reference. The business experience of Mr. Moor,
55,
during the past five years is set forth in such Annual Report on Form 10−KSB and
is incorporated herein by reference. Mr. Moor was elected on May 30, 2007
a
Class I director of the Company, which term expires in 2008, as previously
reported in the Company's Current Report on Form 8-K filed with the SEC
on May
30, 2007. Mr. Moor is also a member of the Executive Committee.
Ms.
De La
Pointe, 39, has served as the Company’s director of financial reporting since
March 2005 and the Company's interim chief financial officer since April
23,
2007. Before joining the Company, she served as the chief financial officer
of
Puradyn Filter Technologies Incorporated from March 2002 until March 2005.
In
connection with Ms. De La Pointe's appointment as the Company's Executive
Vice
President and permanent Chief Financial Officer, the Company increased
Ms. De La
Pointe's annual base compensation from $140,000 to $197,500. The Company
currently contemplates entering into an employment agreement with Ms. De
La
Pointe on terms and conditions mutually acceptable to both parties.
The
business experience of Mr. Bondar, 35, during the past five years is set
forth
in the Company’s Annual Report on Form 10−KSB for the year ended December 31,
2006, as filed with the SEC, and is incorporated herein by reference. In
March
2005, the Company entered into an employment agreement with Mr. Bondar
to become
the Company's Vice President, Strategy & Corporate Development. The initial
term of Mr. Bondar's employment agreement expires on December 31, 2007,
with
automatic one-year renewals unless either the Company or Mr. Bondar furnishes
the other a notice of non-renewal not less than 90 days prior to the expiration
of the then term. Mr. Bondar's initial annual base compensation under his
employment agreement was $143,000, subject to annual review by, and increase
in
the discretion of, the Chief Executive Officer and the Compensation Committee
of
the Board of Directors (the "
Compensation
Committee
"),
and
he is eligible to earn a bonus each year of up to 40% of his annual base
compensation based upon a bonus plan adopted and maintained by the Compensation
Committee for such year. The Company made a stock option grant for 35,000
shares
to Mr. Bondar in connection with his employment agreement at an exercise
price
of $3.025 per share, and such stock options vest, conditioned upon his
continuous service as an employee of the Company, in four equal annual
installments beginning on March 30, 2006 and expire on March 30, 2010.
Mr.
Bondar has agreed to certain restrictive covenants in his employment agreement,
including restrictive covenants regarding proprietary rights, confidential
information, non-solicitation and non-competition.
The
employment agreement is terminable on account of Mr. Bondar's death or
disability, or by the Company without cause or "for cause." The phrase
"for
cause" is defined to include a material breach of the employment agreement,
acts
of disloyalty to the Company including, but not limited to, acts of dishonesty
or diversion of corporate opportunities, the unauthorized disclosure of
the
Company's confidential information, or acts determined in good faith by
the
Compensation Committee to be detrimental to the Company's interests, provided
that Mr. Bondar must be afforded an opportunity to have a face-to-face
meeting
with the Compensation Committee before any determination is made by it
that Mr.
Bondar was guilty of "for cause" conduct. If Mr. Bondar's employment is
terminated by the Company other than "for cause," upon the condition that
he
furnish the Company with a full general release, he is entitled to receive
a
severance benefit of monthly installments in the amount of 1/12th of his
then
annual base compensation for six months. Under the employment agreement,
the
Company is also obligated to indemnify Mr. Bondar to the fullest extent
permitted by applicable law and the bylaws of the Company. Further, the
Company
has agreed to advance expenses he may spend as a result of any proceeding
against him as to which he could be indemnified.
In
connection with Mr. Bondar's appointment as the Company's Executive Vice
President and Chief Business Officer, the Company increased Mr. Bondar's
annual
base compensation from $165,000 to $
$197,500.