{"url_path":"/sec/eltp/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 EXECUTIVE COMPENSATION**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1053369/0001493152-26-031070-index.html","accession_number":"0001493152-26-031070","cik":"0001053369","ticker":"ELTP","issuer_name":"ELITE PHARMACEUTICALS INC /NV/","edgar_url":"https://www.sec.gov/Archives/edgar/data/1053369/0001493152-26-031070-index.html","primary_entity_key":"0001053369","primary_entity_name":"ELITE PHARMACEUTICALS INC /NV/"},"word_count":3018,"has_tables":true,"body_markdown":"**ITEM\n11. EXECUTIVE COMPENSATION**\n\n** **\n\n**Role\nof the Compensation Committee**\n\n** **\n\nThe\nCompany formed the Compensation Committee in June 2007. Since the formation of the Compensation Committee all elements of the executives’\ncompensation are determined by the Compensation Committee, which currently is comprised of three independent non-employee directors,\nand one director who is also the Company’s Chief Executive Officer. However, the Compensation Committee’s decisions concerning\nthe compensation of the Company’s Chief Executive Officer and equity awards are subject to ratification by the full Board of Directors.\nThe members of the Compensation Committee are Dr. Barry Dash (Chairman of the Compensation Committee), and Messrs Jeffrey Whitnell,\nDavis Caskey and Nasrat Hakim. The Compensation Committee operates pursuant to a charter. Under the Compensation Committee charter, the\nCompensation Committee has authority to retain compensation consultants, outside counsel, and other advisors that the committee deems\nappropriate, in its sole discretion, to assist it in discharging its duties, and to approve the terms of retention and fees to be paid\nto such consultants. During the fiscal year ended March 31, 2026, the Compensation Committee did not engage any advisors.\n\n \n\n**Named\nExecutive Officers**\n\n \n\nThe\nnamed executive officers for the fiscal year ended March 31, 2026 were:\n\n \n\n●Nasrat\nHakim, Chief Executive Officer and President for the full year;\n\n \n\n●Douglas\nPlassche, Executive Vice President for the full year and;\n\n \n\n●Carter\nWard, Chief Financial Officer for the full year.\n\n \n\nThese\nindividuals are referred to collectively as the “Named Executive Officers”.\n\n \n\n**Our\nExecutive Compensation Program**\n\n \n\n**Overview**\n\n \n\nOur\napproach to executive compensation is driven by our belief in rewarding people for consistently strong execution and performance. We\nbelieve that the ability to attract and retain qualified executive officers and other key employees is essential to our long-term success.\nOur plan to obtain and retain highly skilled employees is to provide significant incentive compensation opportunities and market competitive\nsalaries. We strive to link individual employee objectives with overall company strategies and results, and to reward executive officers\nand significant employees for their individual contributions to those strategies and results. Furthermore, we believe that equity ownership\nserves to align the interests of our executives with those of our stockholders. As such, equity is a key component of our compensation\nprogram.\n\n \n\nThe\nprimary elements of our executive compensation program are base salary, incentive cash and stock bonus opportunities and equity incentives\ntypically in the form of stock option grants. Although we provide other types of compensation, these three elements are\nthe principal means by which we provide the Named Executive Officers with compensation opportunities.\n\n \n\n**Elements\nof our executive compensation program**\n\n \n\n**Base\nSalary**\n\n \n\nWe\npay a base salary to each of the Named Executive Officers. In general, base salaries for the Named Executive Officers are determined\nby evaluating the responsibilities of the executive’s position, the executive’s experience, and the competitive marketplace.\nBase salary adjustments are considered and take into account changes in the executive’s responsibilities, the executive’s\nperformance, and changes in the competitive marketplace. We believe that the base salaries of the Named Executive Officers are appropriate\nwithin the context of the compensation elements provided to the executives and because they are at a level which remains competitive\nin the marketplace.\n\n \n\n59\n\n \n\n \n\nIn\nthe section below titled “*Agreements with Named Executive Officers*,” we describe the breakdown between compensation\npaid in cash and in equity for each Named Executive Officer during the fiscal year ended March 31, 2026.\n\n \n\n**Bonuses**\n\n \n\nNamed\nExecutive Officers may earn discretionary bonuses, which are awarded by the Compensation Committee in its discretion after the end of\na fiscal year based on its assessment of factors including Company and individual performance. For the fiscal year ended March 31, 2026,\nMr. Plassche received a discretionary cash bonus of $178,482 and Mr. Ward received a discretionary cash bonus of $141,625. Mr. Hakim\nwas awarded a discretionary cash bonus of $5,000,000 that was accrued and owing as of March 31, 2026 and paid subsequent to March 31,\n2026.\n\n \n\nIn the section below titled “Agreements with Named Executive Officers,” we describe Mr. Ward’s guaranteed annual bonus.\n\n \n\n**Equity**\n\n \n\nIn\naddition to cash compensation, our Named Executive Officers from time to time are granted stock options. All Options granted\ntypically include vesting periods consisting of one-third of total options granted vesting on each of the first, second and third\nanniversaries of the grant date, with current employment being a requisite for all vesting. Options granted expire the earlier of\nten years from the grant date or 90 days subsequent to the employee’s last date of employment. There were no stock options\ngranted to our Named Executive Officers during the fiscal year ended March 31, 2026.\n\n \n\nAlthough\nwe do not have a formal policy regarding the timing of awards of stock options, stock appreciation rights (“SARs”) and/or\nsimilar option-like instruments grants to our Named Executive Officers, we do not make these awards or any other form of equity compensation\nin anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non-public information\nbased on stock option, SARs or other equity award grant dates for the purpose of affecting the value of any Named Executive Officer award.\n\n \n\n**Retirement\nBenefits**\n\n \n\nWe\nmaintain a tax-qualified retirement plan under Section 401(k) of the Code. The plan allows employees to defer compensation on a pre-tax\nbasis subject to certain limits. Elite does not provide a matching contribution to its participants.\n\n \n\n**Perquisites**\n\n \n\nMr.\nHakim receives a monthly car allowance of up to $1,500 pursuant to the terms of his employment agreement. Mr. Plassche receives a\nmonthly car allowance of up to $500. Mr. Hakim is also entitled to a monthly housing allowance up to $5,000. The value of the\nperquisites we provide are taxable to the Named Executive Officers and the aggregate incremental cost to us for providing these\nperquisites are reflected in the Summary Compensation Table. The Board of Directors believes that the perquisites provided are\nreasonable and appropriate. The Company generally covers life insurance premiums for its employee population, including its Named\nExecutive Officers. For more information on perquisites provided to the Named Executive Officers, please see the “*All Other\nCompensation*” column of the Summary Compensation Table.\n\n \n\n**Agreements\nwith Named Executive Officers**\n\n \n\n**Nasrat\nHakim**\n\n \n\nPursuant\nto his August 1, 2013 employment agreement, as amended on January 12, 2016 and September 13, 2023 (the “Hakim Employment\nAgreement”), as of April 1, 2023, Mr. Hakim receives an annual salary of $1,000,000 per year payable in accordance with the\nCompany’s payroll practices. The Board may also award discretionary bonuses in its sole discretion. Mr. Hakim is entitled to\nemployee benefits (e.g., health, vacation, employee benefit plans and programs) consistent with other Company employees of his\nseniority, a car allowance of $1,500 per month and housing allowance of $5,000 per month, respectively. The Hakim Employment\nAgreement contains confidentiality, non-competition and other standard restrictive covenants.\n\n \n\nMr.\nHakim’s employment is terminable by the Company for cause (as defined in the Hakim Employment Agreement). The Hakim Employment\nAgreement also may be terminated by the Company upon at least 30 days written notice due to disability (as defined in the Hakim Employment\nAgreement) or without cause. The Hakim Employment Agreement shall also automatically terminate upon Mr. Hakim’s death. Mr. Hakim\ncan terminate the Hakim Employment Agreement by resigning, provided he gives notice at least 60 days prior to the effective resignation\ndate.\n\n \n\nIf\nMr. Hakim is terminated for cause or he resigns, he only is entitled to accrued and unpaid annual salary, accrued vacation time and\nreimbursement of any reasonable and necessary business expenses, all through the date of termination, payable in stock (“Basic\nTermination Benefits”). In the event of the termination of Mr. Hakim’s employment due to his disability, he will be\nentitled to a lump sum payment within 60 days of the termination date equal to one year of his base salary, subject to his execution\nof a release. If the Company terminates Mr. Hakim without cause, in addition to Basic Termination Benefits, Mr. Hakim is entitled to\nan amount equal to two years’ annual base salary, payable in stock as a lump sum within 60 days of the termination date, and\n12 months of partial health benefits continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended\n(“COBRA”) equal to amounts the Company paid immediately prior to his separation of employment, subject to his timely\nelection of COBRA coverage, execution of a release and continued compliance with applicable restrictive covenants.\n\n \n\n60\n\n \n\n \n\nUpon\na termination of employment in connection with a Change of Control (as defined below), in addition to Basic Termination Benefits, Mr.\nHakim is entitled to a pro rata discretionary bonus and payment in an amount equal to two year’s annual base salary in effect upon\nthe date of termination, less applicable deductions, and withholdings, in a lump sum within 60 days, and two years of health care continuation\nbenefits. In addition, all outstanding unvested equity held by Mr. Hakim will then vest.\n\n \n\nUnder\nthe Hakim Employment Agreement:\n\n \n\n“Cause”\nmeans (1) Mr. Hakim’s failure or refusal to perform the services required under the agreement, (2) the material breach by Mr. Hakim\nof any of the terms of the agreement, or (3) Mr. Hakim’s conviction of a crime that results in imprisonment or involves embezzlement,\ndishonest or activities injurious to the Company or its reputation.\n\n \n\n“Change\nof Control” means generally (1) an acquisition or merger resulting in the holders of the Company’s voting stock immediately\nprior to the transaction holding less than fifty (50%) percent of the combined voting power after the transaction; (2) the sale of all\nor substantially all of the assets or capital stock of the Company; or (3) the securities of the Company representing greater than fifty\n(50%) percent of the combined voting power of the Company’s then outstanding voting securities are acquired in a single transaction\nor series of related transactions.\n\n \n\n“Disability”\nmeans that Mr. Hakim is prevented by illness, accident or other disability (mental or physical) from performing the essential functions\nof his position for one or more periods cumulatively totaling 3 months during any consecutive 12 month period.\n\n \n\n**Douglas\nPlassche**\n\n \n\nOn\nJuly 20, 2013, the Company entered into an employment agreement with Mr. Douglas Plassche (as modified by the retention agreement\ndated February 18, 2022, the “Plassche Employment Agreement”). Pursuant to the Plassche Employment Agreement, Mr.\nPlassche serves as an at-will employee, in the position of Vice President of Operations, commencing on August 12, 2013.\n\n \n\nThroughout\nhis tenure, Mr. Plassche’s compensation has been increased from time to time by the Board and the annual stock award has been\nremoved. On March 1, 2026, Mr. Plassche’s compensation was adjusted to include an annual salary of $374,812, payable in\naccordance with the Company’s payroll practices. In addition, Mr. Plassche is entitled to a monthly automobile allowance of\n$500 and an annual bonus based upon the achievement of agreed milestones and at the discretion of the Company and its Chief\nExecutive Officer.\n\n \n\nThe\nPlassche Employment Agreement also provides for the granting of options to purchase 3,000,000 shares of Common Stock, at a price of $\n0.07 per share, (the closing price of the Common Stock on the date of the Plassche Employment Agreement). The options were issued pursuant\nto the 2004 Employee Stock Option Plan and expired, unexercised, ten years from the date of issuance, in accordance with the terms and\nconditions of the option agreement.\n\n \n\nMr.\nPlassche’s employment is terminable by either party. If the Company terminates Mr. Plassche without cause, Mr. Plassche is entitled\nto an amount equal to six months of his then current base annual salary.\n\n \n\n**Carter\nWard**\n\n** **\n\nOn\nSeptember 5, 2023, the Company entered into an employment agreement with Mr. Carter Ward, effective as of September 5, 2023 to serve\nas the Company’s Chief Financial Officer (the “Ward Employment Letter”). Pursuant to the Ward Employment Letter, Mr.\nWard receives an annual base salary of $275,000, guaranteed annual bonus equal to 20% of annual base salary and is eligible to receive\nadditional performance bonuses of up to 30% of annual base salary as determined from time to time by the Company’s Board of Directors.\nIn addition and also pursuant to the Ward Employment Letter, the Company’s Board of Directors approved the grant of options to\npurchase 3,000,000 shares of Common Stock at a price equal to the closing price of the Company’s Common Stock on the first date\nof Mr. Ward’s employment pursuant to the Ward Employment Letter.\n\n \n\n61\n\n \n\n \n\nThe\nWard Employment Agreement will remain in effect until terminated by either party with at least 60 days advance written notice. In addition,\nthe Ward Employment Agreement is subject to early termination by Mr. Ward or the Company in accordance with the terms of the Ward Employment\nAgreement.\n\n \n\nPursuant\nto the Ward Agreement, if Mr. Ward’s employment is terminated by the Company without cause, then the Company must pay Mr.\nWard, in addition to any then-accrued and unpaid obligations owed to him, severance payments equal to two months of his then-current\nbase salary for each year of service, up to a maximum of 12 months, and 12 months of continued health insurance continuation under\nCOBRA equal to amounts the Company paid immediately prior to his separation of employment, at active employee rates, in each case, subject to his execution of a release and his compliance with applicable restrictive\ncovenants.\n\n \n\nThe\nWard Employment Agreement also contains covenants restricting Mr. Ward from soliciting the Company’s employees or customers during\nhis employment and for a period of 12 months after the termination of Mr. Ward’s employment with the Company and prohibiting him\nfrom disclosing confidential information regarding the Company at any time.\n\n \n\nThroughout\nhis tenure, Mr. Ward’s compensation has been increased from time to time by the Board. On March 1, 2026, Mr. Ward’s compensation\nwas adjusted to include an annual salary of $297,413, payable in accordance with the Company’s payroll practices.\n\n \n\n**Potential\nPayments Upon Termination or Change of Control**\n\n \n\nMessrs.\nHakim, Plassche and Ward are entitled to certain benefits upon a termination event (and in the case of Mr. Hakim, in connection with\na change of control), as described in the section entitled “Agreements with Named Executive Officers” above. We do not presently\nprovide the Named Executive Officers with any plan or arrangement, other than those that may be contained in the employment contracts\ndisclosed above, in connection with any termination, including, without limitation, through retirement, resignation, severance, or constructive\ntermination (including a change in responsibilities) of such Named Executive Officer’s employment with the Company.\n\n \n\nAs\npart of the Company’s efforts to ensure the retention and continuity of key employees, officers, and directors in the event of\na change of control of the Company, unless otherwise stated in applicable employment contracts, key executives would receive an amount\nnot to exceed twelve months of such executive’s salary, and certain managers would receive an amount equal to six\nmonths of such Director’s or manager’s fees or salaries, as applicable. In addition, any outstanding and unvested options\nwould immediately vest, in the event of a change of control.\n\n \n\n**Summary\nCompensation Table**\n\n \n\nName and Principal Position \nFiscal Year \n\nSalary\n\n($)\n  \n\nBonus\n\n($)\n  \n\nAll Other Compensation\n\n($)\n  \n\nTotal\n\n($)\n \n\nNasrat Hakim, President, Chief Executive Officer and Chairman of the Board of Directors \n  \n    \n    \n    \n   \n\n  \n2026 \n 1,000,000 1 \n 5,000,000 3 \n 78,000 2 \n 6,078,000 \n\n  \n2025 \n 1,000,000 1 \n —  \n 78,000 2 \n 1,078,000 \n\n  \n  \n    \n    \n    \n   \n\nDouglas Plassche, Executive Vice President \n  \n    \n    \n    \n   \n\n  \n2026 \n 355,348 4 \n 178,482 4 \n 6,000 6 \n 539,830 \n\n  \n2025 \n 347,434 4 \n 173,284 4 \n 6,000 6 \n 526,718 \n\n  \n  \n    \n    \n    \n   \n\nCarter Ward, Chief Financial Officer \n  \n    \n    \n    \n   \n\n  \n2026 \n 281,968 7 \n 141,625 8 \n —  \n 423,593 \n\n  \n2025 \n 275,687 7 \n 137,500 8 \n —  \n 413,187 \n\n \n\n \n1\nRepresents\nsalary earned by Mr. Hakim pursuant to the Hakim Employment Agreement for the fiscal years ended March 31, 2026 and 2025 and paid\nin accordance with the Company’s payroll practices.\n\n \n \n \n\n \n2\nRepresents\nannual auto and housing allowances of $18,000 and $60,000, respectively.\n\n \n \n \n\n \n3\nRepresents\ndiscretionary cash bonus awarded to Mr. Hakim by the Board for fiscal year 2026.\n\n \n\n62\n\n \n\n \n\n \n4\nRepresents\nsalary earned by Mr. Plassche pursuant to the Plassche Employment Agreement and paid in accordance with the Company’s payroll\npractices.\n\n \n \n \n\n \n5\nRepresents\ndiscretionary cash bonus earned pursuant to the Plassche Employment Agreement and paid in accordance with the Company’s payroll\npractices.\n\n \n \n \n\n \n6\nRepresents\nannual auto allowance.\n\n \n \n \n\n \n7\nRepresents\nsalary earned by Mr. Ward pursuant to the Ward Employment Agreement and paid in accordance with the Company’s payroll practices.\n\n \n \n \n\n \n8\nRepresents cash bonuses earned pursuant to the Ward Employment Agreement and paid in accordance with the Company’s payroll\npractices.\n\n** **\n\n**Outstanding\nEquity Awards as of March 31, 2026**\n\n \n\n  \n\n**Option Awards**\n\nName \n\n**Number\nof**\n\n**securities**\n\n**underlying**\n\n**unexercised**\n\n**options**\n\n**Exercisable**\n\n**(#)**\n  \n\n**Number\nof**\n\n**securities**\n\n**underlying**\n\n**unexercised**\n\n**options**\n\n**Unexercisable**\n\n**(#)**\n  \n\n**Options**\n\n**Exercise**\n\n**Price**\n\n**($)**\n  \n\n**Option**\n\n**Expiration**\n\n**Date**\n\nDouglas Plassche \n —  \n —  \n    \n \n\nCarter Ward \n 2,000,000  \n 1,000,000 1 \n$0.0898  \n9/5/2033\n\nNasrat Hakim \n —  \n —  \n    \n \n\n \n\n \n1\nThe remaining portion of this option grant is scheduled to\nvest on September 5, 2026, subject to Mr. Ward’s continued employment through the vest date.\n\n** **\n\n**Director\nFee Compensation**\n\n** **\n\nThe\nCompany’s policy regarding director fees is as follows: (i) Directors who are employees or consultants of the Company (and/or any\nof its subsidiaries), including Mr. Hakim, receive no additional remuneration for serving as directors or members of committees of the\nBoard; (ii) all Directors are entitled to reimbursement for out-of-pocket expenses incurred by them in connection with their attendance\nat the Board or committee meetings; (iii) Directors who are not employees or consultants of the Company (and/or any of its subsidiaries)\nreceive a $30,000 annual retainer fee, payable in cash (iv) Directors do not receive any additional compensation for attendance at or\nchairing of any meetings.\n\n \n\n**Director\nCompensation**\n\n** **\n\nThe\nfollowing table sets forth information concerning director compensation for the year ended March 31, 2026:\n\n \n\nName \n\n**Fees**\n\n**Earned\nor**\n\n**Paid\nIn**\n\n**Cash\n1**\n\n**($)**\n  \n\n**Total**\n\n**($)**\n \n\nBarry Dash \n 30,000 2 \n 30,000 \n\nJeffrey Whitnell \n 30,000 2 \n 30,000 \n\nDavis Caskey \n 30,000 2 \n 30,000 \n\n \n\n \n1\nPlease\nrefer to the section above titled “Director Fee Compensation” for details on the Company’s director fee compensation\npolicy. No directors held unexercised or unvested stock or option awards as of March 31, 2026.\n\n \n \n \n\n \n2\nAmounts\nrepresent Director fees earned during the fiscal year ended March 31, 2026 payable in cash.\n\n** **\n\n63"}