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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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PetVivo
Holdings, Inc. (the “Company”) entered into new employment agreements with John Lai, the Company’s President and Chief
Executive Officer, Robert Folkes, the Company’s Chief Financial Officer, Randall Meyer, the Company’s Chief Operating Officer
and John Dolan, the Company’s Chief Business Development Officer, General Counsel and Secretary. The employment agreements replace
the previously disclosed employment agreements between the Company and its executive officers, except Mr. Meyer did not have an employment
agreement. With the exception of salary and severance payments, the employment agreements are substantially identical with each other.
All
of these employment agreements have an effective date of November 10, 2021 and expire on September 30, 2024. Messrs. Lai, Folkes, Meyer
and Dolan each have annual base salaries of $275,000, $240,000, $220,000, and $210,000, respectively, subject to potential increase or
decrease from time to time as determined by the Compensation Committee of the Board of Directors (the “Compensation Committee”).
The employment agreements also provide for a target annual bonus as determined by the Compensation Committee. In addition to an annual
salary and bonus, the employment agreements provide that the executive officers are entitled to participate in any equity and/or long-term
compensation programs established by the Company for senior executive officers and all of the Company’s retirement, group life,
health and disability insurance plans and any other employee benefit plans.
The
employment agreements provide for termination of the executive officers at any time by the Company for Cause (as defined in the employment
agreements) or without Cause. If an executive officer is terminated for Cause, he will receive his salary through the termination date
and reimbursement of any unpaid expenses and accrued but unused vacation/paid time off (“Accrued Obligations”). If the executive
officer’s employment is terminated by the Company without Cause, subject to the execution of a release of any and all claims or
potential claims against the Company, the executive officer will be entitled to receive a severance payment, his accrued but unpaid bonus,
if any, and any Accrued Obligations owed through the termination date, in a lump sum payment within 10 days after the termination date.
Mr. Folkes will receive a severance payment equal to 6 months of his base salary. Mr. Lai, Mr. Dolan and Mr. Meyer will each receive
a severance payment equal to 1 months’ base salary. If the executive’s employment is terminated as a result of his death
or disability, he or his estate will receive his compensation through the date of termination, his accrued and unpaid bonus, if any,
and Accrued Obligations through the date of termination.
Each
executive officer is required to agree to non-competition, non-solicitation and confidentiality obligations. The confidentiality covenants
are perpetual, while the non-compete and non-solicitation covenants apply during the term of the new employment agreements and for 12
months following the executive officer’s termination.
The
foregoing description of the employment agreements does not purport to be complete and is qualified in its entirety by reference to the
complete text of the employment agreements, for each executive which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current
Report on Form 8-K and incorporated herein by reference in its entirety.