Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(c) On May 2, 2006, the Board of Directors of the Registrant (the "Company")
appointed its Chairman and interim Chief Executive Officer, Roger I. Gale, as
its President and Chief Executive Officer. On June 28, 2006, the Company entered
into an Employment Agreement (the "Agreement") with Mr. Gale, the terms of which
were approved by the Compensation Committee of the Company's Board of Directors
on June 21, 2006. The Agreement will commence on August 1, 2006 and will
continue for a 24-month period. The Agreement will automatically renew for
successive 12-month periods, unless it is terminated at least 60 days prior to
the expiration of an employment period, in which case it will terminate upon
expiration of the then-current employment period. Pursuant to the Agreement, Mr.
Gale will receive an annual base salary of $350,000. Upon commencement of the
Agreement, Mr. Gale will be awarded 1,500,000 shares of the Company's common
stock. Mr. Gale will also be awarded 1,250,000 restricted stock units or similar
incentive award within 60 days of the date of the Agreement, which will vest
quarterly on a pro rata basis. Mr. Gale will be entitled to receive an annual
performance-based bonus of up to 50% of his annual base salary, payable in cash,
equity or a combination of the two. Mr. Gale will also be reimbursed for (i) up
to $15,000 of personal travel expenses per year, (ii) reasonable relocation
expenses incurred in his relocation from London, England to Portland, Oregon,
(iii) housing expenses up to $3,000 per month, (iv) automobile expenses up to
$800 per month, (v) up to $2,500 for legal and tax advise in connection with his
employment in the United States, and (vi) repatriation expenses upon termination
of the Agreement. All entitlements under the Agreement cease upon termination
for "cause" by the Company, termination without cause by Mr. Gale and Mr. Gale's
death or disability. Termination for "cause" is defined as personal dishonesty,
incompetence, failure to adequately perform duties, willful misconduct, breach
of fiduciary duty involving personal profit, willful violation of any law, rule
or regulation, conviction of a felony or any material breach of the Agreement.
If the Agreement is terminated for any other reason, including, without
limitation, termination without cause by the Company and constructive
termination, Mr. Gale will be entitled to receive an amount equal to his base
salary for a 12-month period, payable in 12 equal monthly installments.
On May 2, 2006, the Company filed a Current Report on Form 8-K reporting the
appointment of Mr. Gale as President and Chief Executive Officer. The Company
hereby amends that report to include the terms of the Agreement.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: Lake Oswego, Oregon
July 5, 2006
Calypte Biomedical Corporation
By: /s/ Theodore R. Gwin
--------------------------
Theodore R. Gwin
Chief Financial Officer
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