approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. On December 8, 2020, our Board amended the Inducement Plan solely to increase the total number of shares of Common Stock reserved for issuance under the Inducement Plan from 200,000 shares to 500,000 shares. On May 17, 2022, the Inducement Plan was amended to increase the total number of shares of Common Stock reserved for issuance under the Inducement Plan by 600,000 shares. On January 22, 2024, the Inducement Plan was further amended to increase the total number of shares of Common Stock reserved for issuance thereunder from 1,100,000 shares to 2,100,000 shares. The Inducement Plan is administered by the Compensation Committee of the Board. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, non-qualified stock options under the Inducement Plan may only be made to an employee who has not previously been an employee or member of the Board (or any parent or subsidiary of the Company), or following a bona fide period of non-employment by the Company (or a parent or subsidiary of the Company), if he or she is granted such non-qualified stock options in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. As of December 31, 2023, there were 112,010 shares available for grant under the Inducement Plan.
Retirement, Health, Welfare and Additional Benefits
Our executive officers are eligible to participate in our employee benefit plans and programs, including medical and dental benefits, flexible spending accounts, short- and long-term disability and life insurance, to the same extent as our other full-time employees, subject to the terms and eligibility requirements of those plans. We provide no perquisites or other personal benefits to the named executive officers that are not available to all full-time employees of the Company.
We sponsor a 401(k) defined contribution plan in which our full-time employees may participate, subject to limits imposed by the Internal Revenue Code of 1986, as amended, to the same extent as our other full-time employees. Currently, we match 100% of each our employees’ contributions up to 3% of their salary and 50% of each employees’ contribution between 3% and 5% of their salary for a maximum contribution of 4% of the applicable employee’s salary. Other than the 401(k) plan, we do not provide any qualified or non-qualified retirement or deferred compensation benefits to our employees, including our named executive officers.
Employment Agreements
PDS Biotech is a party to employment agreements with each of (i) Frank Bedu-Addo, Ph.D., effective October 11, 2018, and as amended and restated on March 14, 2022, and (ii) Gregory Conn, Ph.D., effective June 1, 2019, and as amended and restated on March 14, 2022. PDS Biotech was a party to employment agreements with each of (i) Lauren Wood, M.D., effective as of March 14, 2022, as an amendment and restatement of the Offer Letter dated February 1, 2019, until Dr. Wood’s retirement from the Company effective January 22, 2024, and (ii) Matthew Hill, dated October 18, 2021, as amended and restated on March 14, 2022, until his resignation from the Company effective December 1, 2023.
The initial base salary and target bonus for each executive under their respective employment agreements as effective in 2023 are as follows:
Frank Bedu-Addo, Ph.D. | | | $580,000 | | | Up to 55% of Base Salary |
Lauren V. Wood, M.D. | | | $428,000 | | | Up to 40% of Base Salary |
Matthew Hill | | | $410,000 | | | Up to 40% of Base Salary |
Gregory Conn, Ph.D. | | | $180,000 | | | Up to 40% of Base Salary |
If PDS Biotech terminates Dr. Bedu-Addo’s employment without Cause, he resigns for Good Reason, or Dr. Bedu-Addo’s employment is terminated due to his death, Dr. Bedu-Addo will be entitled to receive accrued benefits including accrued but unpaid salary and bonus, unreimbursed business expenses, and benefits owed under any qualified retirement plan or health and welfare benefit plan (the “Accrued Obligations”), and the following severance benefits: (i) his base salary for twenty-four (24) months; (ii) bonus equal to the greater of (A) the bonus paid in the prior performance year and (B) the bonus that Dr. Bedu-Addo would have earned, for the performance year in which the termination occurs, on a prorated basis through the date which he continued to provide services; (iii) outstanding equity as of the date of the termination will become 100% vested and outstanding options will remain exercisable until the earliest of (A) 18 months following the termination date, (B) the original 10-year expiration date