ANIK Anika Therapeutics Inc

On February 25, 2020, we entered into a letter agreement with Cheryl R. Blanchard with respect to her compensation as our Interim Chief Executive Officer. The terms of the letter agreement were set by the compensation committee, based in part upon advice of the Rewards Solution practice at Aon, specifically members of the Radford advisory team, who serve as independent compensation consultants to the compensation committee.

The letter agreement provides for the at-will employment of Dr. Blanchard as our Interim Chief Executive Officer for a term, or the Term, that commenced on February 10, 2020 and will expire upon the earliest of (a) the effective date of our appointment of a permanent chief executive officer, (b) August 7, 2020, (c) a change in control (as defined in our 2017 Omnibus Incentive Plan), and (d) such date as of which either we or Dr. Blanchard elects to terminate her employment as Interim CEO.

Under the terms of the letter agreement, we will pay Dr. Blanchard a base salary at an annualized rate of $600,000 during the Term, provided that if the Term ends for any reason other than her election to terminate employment, Dr. Blanchard will be entitled to receive an additional payment equal to the amount by which her total earned base salary was less than $150,000. Dr. Blanchard will also be entitled to receive a cash retention bonus of which (a) $127,500 will become payable upon the earlier of May 10, 2020 and the end of the Term, as long as she does not elect to terminate employment prior to such earlier date, and (b) an amount equal to 85% of base salary, if any, earned on and after May 10, 2020 will become payable upon the earlier of August 10, 2020 and the end of the Term, as long as she does not elect to terminate employment prior to such earlier date. In addition, on February 25, 2020, we granted to Dr. Blanchard restricted stock units with respect to 4,231 shares of our common stock, which will vest in full and settle as of the earlier of (i) immediately prior to the end of the Term, so long as the Term does not end as the result of Dr. Blanchard’s election to terminate employment, and (ii) February 25, 2021, so long as she continues to serve on the Board as of such date.

The letter agreement contains covenants of Dr. Blanchard with respect to confidentiality, non-competition and non-solicitation of customers, business partners and employees.

The foregoing description of the letter agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the letter agreement, which is included as Exhibit 10.1 to this report and is incorporated herein by reference.