{"url_path":"/sec/petv/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/1512922/0001493152-26-031136-index.html","accession_number":"0001493152-26-031136","cik":"0001512922","ticker":"PETV","issuer_name":"PetVivo Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1512922/0001493152-26-031136-index.html","primary_entity_key":"0001512922","primary_entity_name":"PetVivo Holdings, Inc."},"word_count":3675,"has_tables":true,"body_markdown":"**ITEM\n11. EXECUTIVE COMPENSATION**\n\n** **\n\nThe\nCompany qualifies as a “smaller reporting company” under rules adopted by the SEC. Accordingly, the Company has provided\nscaled executive compensation disclosure that satisfies the requirements applicable to the Company in its status as a smaller reporting\ncompany. Under the scaled disclosure obligations, the Company is not required to provide, among other things, a compensation discussion\nand analysis or a compensation committee report, and certain other tabular and narrative disclosures relating to executive compensation.\n\n \n\n36\n\n \n\n \n\nOur\nnamed executive officers (“Named Executive Officers” or “NEO’s”) for fiscal year ended March 31, 2026 (“fiscal\n2026”) were as follows:\n\n \n\n \n●\nJohn\nLai, our Chief Executive Officer and President;\n\n \n●\nGarry\nLowenthal, our Chief Financial Officer; and\n\n \n\nCertain\ninformation regarding the compensation of our Named Executive Officer for our fiscal years ended March 31, 2026 (“fiscal 2026”)\nand March 31, 2025 (“fiscal 2025”) is provided on the following pages.\n\n \n\n**SUMMARY\nCOMPENSATION TABLE**\n\n \n\nThe\nfollowing table sets forth information regarding the compensation earned by our Named Executive Officers for fiscal 2026 and 2025.\n\n \n\n**Name and**\n\n**Principal Position**\n \nYear \nSalary ($)  \nBonus ($)  \n**Stock Awards ($)(1)**  \nNon-Equity Incentive Plan Compensation ($)  \n**All Other Compensation ($)(3)**  \nTotal ($) \n\n  \n  \n   \n   \n   \n   \n   \n  \n\nJohn Lai \n2026 \n 183,333  \n 20,000  \n 225,943  \n —  \n 4,235  \n 433,512 \n\nCEO and President \n2025 \n 166,667  \n 25,000  \n 297,700  \n —  \n 3,912  \n 493,279 \n\n  \n  \n    \n    \n    \n    \n    \n   \n\nGarry Lowenthal Chief Financial \n2026 \n 218,750  \n 47,500  \n 169,395  \n —  \n 10,217  \n 445,861 \n\n*Officer(4)* \n2025 \n 200,000  \n 25,000  \n 257,950  \n —  \n 8,220  \n 491,170 \n\n  \n  \n    \n    \n    \n    \n    \n   \n\nRandall Meyer Chief Operating \n2026 \n —  \n —  \n —-  \n —  \n —  \n — \n\n*Officer (3)* \n2025 \n 153,750  \n —  \n —  \n —  \n 13,008  \n 166,758 \n\n \n\n(1)\nAmounts\nshown represent grant date fair value computed in accordance with ASC Topic 718, with respect to restricted stock awards (based on\nthe closing price of our common stock on the grant date) and stock option awards. Information regarding the valuation assumptions\nused in the calculations is included in “Note 11 – Stockholder’s Equity” of our audited consolidated financial\nstatements included in our 2023 Form 10-K.\n\n \n \n\n(2)\nRepresents\nthe payment of health insurance premiums by the Company.\n\n \n \n\n(3)\nMr.\nMeyer was appointed to serve as the Company’s Chief Operating Officer on September 10, 2021 and his position was terminated\non January 31, 2025.\n\n(4)\nMr.\nLowenthal was appointed to serve as the Company’s Chief Financial Officer on March 8, 2024.\n\n \n\n**Narrative\nDisclosure to the Summary Compensation Table**\n\n \n\nThe\nfollowing is a discussion of certain terms that we believe are necessary to understand the information disclosed in the Summary Compensation\nTable.\n\n \n\n37\n\n \n\n \n\n**Base\nSalaries**\n\n \n\nThe\nCompany’s Named Executive Officers receive a base salary for services rendered to the Company, which is set forth in their respective\nemployment agreements. The base salary payable to each Named Executive Officer is intended to provide a fixed component of compensation\nreflecting the executive’s skill set, experience, role, and responsibilities. From April 1, 2020, through September 8, 2021, Mr.\nLai received a base salary of $100,000 which was increased to $275,000, effective as of September 1, 2022 and increased to $350,000 as\nof November 1, 2022. On May 1, 2025, Mr. Lai agreed to lower his annual base salary to $150,000 per year which was increased to $200,000\non July 1, 2025, and remains at this level as of March 31, 2026.\n\n \n\nMr.\nLowenthal joined the Company on March 8, 2024, and his base salary was $200,000 per year which was increased to $225,000 effective as\nof July 1, 2025, and remains at this level as of March 31, 2026.\n\n \n\nMr.\nMeyer joined the Company, as its Chief Operating Officer, on September 1, 2021 and his base salary is $220,000 per year which was increased\nto $270,000 as of November 1, 2022. Mr. Meyer’s position was terminated on January 31, 2025.\n\n \n\nIn\nFebruary 2023, Mr. Lai agreed that he would receive his salary payments in shares of the Company’s common stock in lieu of cash\nfrom March 1, 2023 through August 31, 2023 (the “Interim Period”) The Compensation Committee approved issuing 60,600 Shares\n(the “Total Interim Shares”) to Mr. Lai for his service during the Interim Period as a restricted stock award unit agreement\n(“RSU Award Agreement”) under the Equity Incentive Plan. The Compensation Committee calculated the number of Total Interim\nShares by taking (A) Mr. Lai’s salary during the Interim Period ($175,000) divided by (B) the volume weighted average closing price\nof the Company’s common stock during the 10-day period preceding February 22, 2023 ($2.8878), rounded up to the nearest whole share.\nThe Compensation Committee approved the vesting of 10,100 of the RSU’s on March 1, 2023, with an additional 10,100 of the RSU’s\nvesting on the first day of each month thereafter such that all of the RSU’s would be fully vested on August 1, 2023, subject to\nMr. Lai’s continued employment with the Company on each applicable vesting date. Additional terms of the RSU Award Agreement are\nset forth in the Equity Incentive Plan.\n\n \n\n**Bonuses**\n\n** **\n\nIn\nNovember 2021, the Company established a bonus plan for its Named Executives with a performance target based on total revenues for fiscal\n2022. If the Company achieved the performance target, the Named Executives would receive a bonus equal to a certain percentage of their\nrespective salary. The Company realized that the performance target would not be achieved because the Company’s ability to sell\nits lead product, Spryng®, was limited because it did not have canine and equine studies which distributors and other vendors needed\nto review before purchasing the Company’s products. The Compensation Committee determined that the performance target was unrealistic\nand not an appropriate target for the Company at this time. The Compensation Committee believed that the Named Executives and other employees\nhad done exceptional work in transitioning the Company from being a start-up company to a revenue-producing company. As such, the Compensation\nCommittee awarded discretionary bonuses to the Named Executives and other employees. The Compensation Committee awarded discretionary\nbonuses to Mr. Lai, Mr. Folkes, and Mr. Meyers for their services in fiscal 2022 in the amounts of $20,000, $100,000, and $30,000, respectively.\nThe Company paid these bonuses to the Named Executive Officers in July 2022.\n\n \n\nIn\nNovember 2022, the Company established target bonuses for a bonus plan for its Named Executives with performance targets based on total\nrevenues and individual objectives for fiscal 2023. The Company did not achieve its revenue target for fiscal 2023, so the Named Executives\ndid not receive performance bonuses under the Bonus Plan. As such, the Compensation Committee did not award discretionary bonuses to\nany Named Executive Officers in fiscal 2023.\n\n \n\nIn\nNovember 2023, the Company established target bonuses for a bonus plan for its Named Executive Officers with performance targets based\non total revenues and individual objectives for fiscal 2024. The Company did not achieve its revenue target for fiscal 2024, so the Named\nExecutive Officers did not receive performance bonuses under the Bonus Plan.\n\n \n\nDuring\nthe fiscal year 2025, the Compensation Committee approved a cash bonus of $25,000 to each of Mr. Lai and Mr. Lowenthal. The Compensation\nCommittee also approved $25,000 worth of the Company’s restricted common stock to each of Mr. Lai and Mr. Lowenthal as bonus compensation.\nAlso during the year, shares of stock were issued to John Lai and Garry Lowenthal for signing bonus (Lowenthal) and for periodic quarterly\nperformance stock bonuses (Lai and Lowenthal). The total stock awards are illustrated in the above summary compensation table.\n\n \n\n38\n\n \n\n** **\n\n**Equity\nCompensation**\n\n \n\nOur\nCompensation Committee administers our 2020 Equity Incentive Plan (the “Equity Incentive Plan”) and approves the amount of,\nand terms applicable to, grants of stock options, restricted stock units, and other types of equity awards to employees, including the\nNamed Executive Officers. The Equity Incentive Plan permits the grant of incentive stock options, non-statutory stock options, stock\nappreciation rights, restricted stock, restricted stock units (“RSUs), and stock bonus awards (all such types of awards, collectively,\n“equity awards”), although incentive stock options may only be granted to employees.\n\n \n\nOn\nApril 14, 2021, the Company granted 34,000 RSUs to Mr. Folkes pursuant to the terms of his employment agreement. These RSUs vest over\na three-year period, with 10,000 RSUs vesting on January 1, 2022, 10,000 vesting on January 1, 2023, and 14,000 vesting on January 1,\n2024, subject to Mr. Folkes remaining employed at the Company. These RSUs will automatically vest if there is a Change in Control (as\ndefined in our Equity Incentive Plan).\n\n \n\nOn\nSeptember 9, 2021, the Compensation Committee granted RSUs to Mr. Lai, Mr. Folkes, and Mr. Meyer for their exceptional performance in\nassisting the Company in closing its public offering in which it raised $11.2 million in gross proceeds and listed its common stock and\nwarrants on the NASDAQ Capital Market. The Named Executive Officers received the following RSU grants (“November 2021 RSU Grants”):\nMr. Lai – 150,000 RSUs, Mr. Folkes – 54,000 RSUs, and Mr. Meyer – 65,000 RSUs. These RSUs vest in three installments,\nwith 1/3 vesting on March 31, 2022, 1/3 vesting on March 31, 2023, and 1/3 vesting on March 31, 2024, based upon continued employment\nwith the Company. These RSUs will automatically vest if there is a Change in Control (as defined in our Equity Incentive Plan).\n\n \n\nOn\nOctober 19, 2022, the Compensation Committee granted non-qualified stock options of 200,000 shares to Mr. Folkes the vest equally over\na three-year period with 66,667 shares beginning on October 19, 2022. These options will automatically vest if there is a Change in Control\n(as defined in our Equity Incentive Plan).\n\n \n\nOn\nFebruary 24, 2022, the Compensation Committee entered into a second amendment to an employment agreement with Mr. Lai pursuant to which\nit granted him equity in exchange for salary for the six-month period beginning on March 1, 2023 and ending on August 31, 2023. The Company\ngranted Mr. Lai totaling 60,600 shares which vest in equal monthly amounts of 10,100 shares beginning March 1, 2023 in lieu of his salary\npayments for a six-month period.\n\n \n\nFor\nthe grant date fair values of the options and RSUs, please see the Summary Compensation Table above.\n\n** **\n\n**Perquisites**\n\n \n\nWe\noffer health insurance to our Named Executive Officers on the same basis that these benefits are offered to our other eligible employees.\nWe offer a 401(k) plan to all eligible employees. The Company also provides other benefits to its Named Executive Officers on the same\nbasis as provided to all its employees, including vacation and paid holidays.\n\n \n\n39\n\n \n\n \n\n**OUTSTANDING\nEQUITY AWARDS AT FISCAL YEAR END 2026**\n\n \n\nThe\nfollowing table sets forth for each Named Executive Officer, information regarding outstanding equity awards as of March 31, 2026. Market\nvalue is based on the closing stock price of $.70 on March 31, 2026.\n\n \n\n  \n  \nOption Awards \nStock Awards \n\nName \nGrant Date \n\n**Number of**\n\n**securities**\n\n**underlying**\n\n**unexercised**\n\n**options**\n\n**exercisable**\n\n**(#)**\n  \n\n**Number of**\n\n**securities**\n\n**underlying**\n\n**unexercised**\n\n**options**\n\n**unexercisable**\n\n**(#)**\n  \n\n**Option**\n\n**exercise**\n\n**price**\n\n**($)**\n  \n\n**Option**\n\n**expiration**\n\n**date**\n \n\n**Number of**\n\n**shares or**\n\n**units**\n\n**of stock**\n\n**that**\n\n**have not**\n\n**vested**\n\n**(#)**\n  \n\n**Market**\n\n**value of**\n\n**shares or**\n\n**units of**\n\n**stock that**\n\n**have not**\n\n**vested**\n\n**($)(1)**\n \n\nJohn Lai \n10/31/2019 \n 90,000  \n —  \n 2.24  \n10/31/2024 \n —  \n$— \n\n  \n12/31/2019 \n 19,847  \n —  \n 1.95  \n12/31/2024 \n —  \n — \n\n  \n3/31/2020 \n 24,253  \n —  \n 1.27  \n3/31/2025 \n —  \n — \n\n  \n6/30/2020 \n 7,441  \n —  \n 1.60  \n6/30/2025 \n —  \n — \n\n  \n9/25/2021 \n    \n    \n    \n  \n 100,500 (2) \n 276,375 \n\n  \n  \n    \n    \n    \n  \n    \n   \n\nGarry Lowenthal (6) \n— \n —  \n —  \n —  \n— \n —  \n$— \n\n  \n  \n    \n    \n    \n  \n    \n   \n\nRandall Meyer \n1/15/2020 \n 10,547  \n —  \n 1.20  \n1/15/2029 \n —  \n$— \n\n  \n12/31/2019 \n 1,213  \n —  \n 1.95  \n12/31/2024 \n —  \n — \n\n  \n3/31/2020 \n 1,104  \n —  \n 1.27  \n3/31/2025 \n —  \n — \n\n  \n6/30/2020 \n 559  \n —  \n 1.60  \n6/30/2025 \n —  \n — \n\n  \n9/09/2021 \n —  \n —  \n —  \n— \n 21,666 (5) \n 59,582 \n\n \n\n \n(1)\nThe\nvalue reported for the RSUs was determined by multiplying the number of unvested RSUs by the closing market price of $0.70 of the\nCompany’s common stock on March 31, 2026.\n\n \n \n \n\n \n(2)\nComprised\nof 50,000 unvested shares underlying an RSU award granted on September 9, 2021, which will vest on March 31, 2024, and 50,500 unvested\nshares underlying an RSU award granted on February 24, 2023, which will vest in equal monthly installments of 10,100 shares beginning\nApril 1, 2023, with both awards subject to the executive’s continued employment with the Company. The RSUs will vest automatically\nif there is a Change of Control (as defined in our Equity Incentive Plan).\n\n \n \n \n\n \n(3)\nMr.\nFolkes was granted a nonqualified stock option grant on October 19, 2022 to purchase 200,000 shares of our common stock at an exercise\nprice of $2.40 per share. The options have a seven-year life and vest 66,667 shares on October 19. 2022, 66,667 shares on October\n19, 2023, and 66,666 shares on October 19, 2024. The options will vest automatically if there is a change of control (as defined\nin our Equity Incentive Plan).\n\n \n \n \n\n \n(4)\nComprised\nof 14,000 unvested shares underlying an RSU award granted on April 14, 2021, which will vest on January 1, 2024, and 18,000 unvested\nshares underlying an RSU award granted on September 9, 2021, which will vest on March 31, 2024, with both RSU awards subject to the\nexecutive’s continued employment with the Company. The RSUs will vest automatically if there is a change of control (as defined\nin our Equity Incentive Plan).\n\n \n \n \n\n \n(5)\nComprised\nof 21,666 unvested shares underlying an RSU award granted on September 9, 2021, which will vest on March 31, 2024, subject to the\nexecutive’s continued employment with the Company. The RSUs will vest automatically if there is a Change of Control (as defined\nin our Equity Incentive Plan).\n\n \n \n \n\n \n(6)\nMr.\nLowenthal employment began on March 8, 2024. No RSUs or stock options were issued in fiscal year 2025 or 2026. Mr. Lowenthal’s\nemployment agreement issued 90,000 shares of restricted common stock, based on a vesting schedule. During the fiscal year 2025, the\nCompensation Committee removed the vesting schedule and had the restricted shares issued.\n\n \n\n40\n\n \n\n \n\n**Executive\nEmployment Agreements**\n\n \n\n*Prior\nEmployment Agreements*\n\n* *\n\nThe\nCompany entered into an employment agreement (“2019 Agreement”) with John Lai on October 1, 2019, to serve as the Company’s\nChief Executive Officer for a term of 3 years. Mr. Lai’s annual base salary was a minimum of $100,000 or such higher amount, as\ndetermined by the Board. Mr. Lai could be terminated for Cause or without cause upon ten (10) days advance written notice. Mr. Lai was\neligible to receive discretionary bonuses, as determined by the Board, and eligible for all employee benefits provided to executives\nof similar tenure. His 2019 Agreement contained customary confidentiality and non-competition provisions which survived for a period\nof one year after his employment with the Company was terminated. As discussed below, Mr. Lai’s 2019 Agreement was replaced with\na new employment agreement on November 10, 2021.\n\n \n\nThe\nCompany entered into an employment agreement (“April 2021 Agreement”) with Robert Folkes on April 14, 2021, to serve as the\nCompany’s Chief Financial Officer. The employment agreement was for a term of approximately two years and nine months and terminated\non January 31, 2024. Mr. Folkes’ annual base salary was $190,000 per year and he was eligible to receive a bonus of up to 50% of\nhis base salary based upon the achievement of performance goals developed by the Compensation Committee. He could be terminated for cause\nor without cause upon ten (10) days advance written notice. His employment agreement contained customary confidentiality and non-competition\nprovisions which survived for a period of one year after his employment with the Company was terminated. As discussed below, Mr. Folkes\nApril 2021 Agreement was replaced with a new employment agreement on November 10, 2021\n\n \n\n*Current\nEmployment Agreements*\n\n \n\nEffective\nas of November 10, 2021, the Company entered into new employment agreements with Mr. Lai, which replaced his 2019 Agreement, and Mr.\nFolkes which replaced his April 2021 Agreement. In addition, the Company entered into a new employment agreement with Randall Meyer to\nserve as the Company’s Chief Operating Officer effective as of November 10, 2021. All of these employment agreements were amended\nin November 2022 to increase the base salaries of the executive officers, effective as of November 1, 2022. In addition, Mr. Lai’s\nemployment agreement was amended in February 2023 to provide that he would receive his salary payments in the form of equity instead\nof cash for the six-month period beginning on March 1, 2023 through August 31, 2023. With the exception of the salary and severance payments,\nthe employment agreements are substantially similar.\n\n \n\nAll\nof these employment agreements expire on September 30, 2024. Messrs. Lai, Folkes, and Meyer each have annual base salaries of $350,000,\n$300,000, and $270,000, respectively, subject to potential increase or decrease from time to time as determined by the Compensation Committee\nof the Board of Directors. As previously noted, Mr. Lai will be receiving his salary payments in shares of the Company’s common\nstock from March 1, 2023 through August 31, 2023. The Compensation Committee approved issuing 60,600 Shares (the “Total Interim\nShares”) to Mr. Lai for his service during the Interim Period as a restricted stock award unit agreement (“RSU Award Agreement”)\nunder the Company’s Equity Incentive Plan. The Compensation Committee calculated the number of Total Interim Shares by taking (A)\nMr. Lai’s salary during the Interim Period ($175,000) divided by (B) the volume-weighted average closing price of the Company’s\ncommon stock during the 10-day period preceding February 22, 2023 ($2.8878), rounded up to the nearest whole share. The Compensation\nCommittee approved the vesting of 10,100 of the RSUs on March 1, 2023, with an additional 10,100 of the RSUs vesting on the first day\nof each month thereafter such that all of the RSUs would be fully vested on August 1, 2023, subject to Mr. Lai’s continued employment\nwith the Company through each applicable vesting date. Additional terms of the RSU Award Agreement are set forth in the Equity Incentive\nPlan. Effective May 1, 2024, an Amendment was signed to Mr. Lai’s employment agreement lowering his base annual salary from $350,000\nto $150,000 per year, with a term extension to March 31, 2027.\n\n \n\nThe\nemployment agreements also provide for a target annual bonus as determined by the Compensation Committee. In addition to an annual salary\nand bonus, the employment agreements provide that the executive officers are entitled to participate in any equity and/or long-term compensation\nprograms established by the Company for senior executive officers and all of the Company’s retirement, group life, health, and\ndisability insurance plans and any other employee benefit plans.\n\n \n\n41\n\n \n\n \n\nThe\nemployment agreements provide for termination of the executive officers at any time by the Company for Cause (as defined in the employment\nagreements) or without Cause. If an executive officer is terminated for Cause, he will receive his salary through the termination date\nand reimbursement of any unpaid expenses and accrued but unused vacation/paid time off (“Accrued Obligations”). If the executive\nofficer’s employment is terminated by the Company without Cause, subject to the execution of a release of any and all claims or\npotential claims against the Company, the executive officer will be entitled to receive a severance payment, his accrued but unpaid bonus,\nif any, and any Accrued Obligations owed through the termination date, in a lump sum payment within 10 days after the termination date.\nMr. Folkes will receive a severance payment equal to 6 months of his base salary. Mr. Lai and Mr. Meyer will each receive a severance\npayment equal to 1 month’s base salary. If the executive’s employment is terminated as a result of his death or disability,\nhe or his estate will receive his compensation through the date of termination, his accrued and unpaid bonus, if any, and Accrued Obligations\nthrough the date of termination.\n\n \n\nEach\nexecutive officer is required to agree to non-competition, non-solicitation, and confidentiality obligations. The confidentiality covenants\nare perpetual, while the non-compete and non-solicitation covenants apply during the term of the new employment agreements and for 12\nmonths following the executive officer’s termination.\n\n \n\nOn\nJanuary 19, 2024, Robert J. Folkes informed the Board of Directors (the “Board”) of PetVivo Holdings, Inc. (the “Company”)\nthat he will be resigning as Chief Financial Officer (“CFO”) of the Company, effective as of February 2, 2024. Mr. Folkes\ninformed the Board that he will continue to provide CFO and accounting services to the Company, until it hires a new full-time Chief\nFinancial Officer. The Company and Mr. Folkes entered into a transition services agreement on or before February 2, 2024 which ended\nMarch 31, 2024.\n\n \n\nOn\nMarch 8, 2024, PetVivo Holdings, Inc. (the “Company”) appointed Garry Lowenthal to serve as the Company’s Chief Financial\nOfficer, with an annual salary of $200,000 per year, plus a $10,000 signing bonus with a term of three years. Mr. Lowenthal was also\ngranted 90,000 RSU shares vesting at 45,000 shares on January 28, 2025 and 45,000 shares on January 28, 2026. During the fiscal year\nending March 31, 2025, the Compensation Committee removed the vesting schedule for Mr. Lowenthal.\n\n \n\nEffective\nJanuary 31, 2025, Randall Meyer’s position as Chief Operating Officer was eliminated and Mr. Meyer’s employment terminated\non January 31, 2025. Also, Mr. Meyer had an employment agreement that ended on September 30, 2024, whereby his salary was reduced from\n$270,000 per year to $150,000 per year.\n\n \n\n**Potential\nPayments on Change in Control or Termination without Cause under November RSU Grants**\n\n** **\n\nThe\nemployment agreements for Mr. Lai, Mr. Lowenthal, and Mr. Meyer do not contain any provisions providing for the acceleration of any salary\nor bonus payments if there is a change in control. The RSU Grants awarded to Mr. Lai, Mr. Folkes, and Mr. Meyer on September 9, 2021,\nand to Mr. Folkes on April 14, 2021 pursuant to our Equity Incentive Plan contain provisions that provide for accelerated vesting of\nthe RSUs if there is a change of control of the Company (as such term is defined in the Equity Incentive Plan). In addition, if Mr. Lai,\nMr. Folkes, or Mr. Meyer is terminated without cause, any RSUs that would have vested on or before the first anniversary of such termination\nhad the executive remained employed shall be accelerated and deemed to have vested as of the termination date. Any time-based Restricted\nShares that have not vested as described above may not be transferred and will be forfeited on the date the Named Executive Officer’s\nemployment with the Company terminates."}