MNKD 2018 Proxy Statement

(2) Amounts represent sign-on bonuses. (3) Restricted stock awards are valued based on the market price of the stock on the grant date. Reference Note 13 “Stock award plans” in the notes to our financial statements for the period ended December 31, 2017, included in Part IV, Item 15 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on February 27, 2018, which identifies the assumptions made in the valuation of equity awards. (4) Non-equity incentive plan compensation is based on individual performance in the achievement of corporate objectives. Performance is compared to these objectives annually. (5) Amounts include employer contributions credited under our 401(k) Plan and the incremental cost of perquisites received by the named executive officers. Under the 401(k) Plan, which is open to substantially all of our employees, we make matching contributions based on each participant’s voluntary salary deferrals, subject to the provisions of the 401(k) Plan and limits of the Code. (6) On May 25, 2017, Mr. Michael Castagna was appointed as Chief Executive Officer and a member of the Board of Directors. (7) Includes $14,400 in auto allowance, $5,000 in contributions under the 401(k) Plan, $1,074 in medical benefits and $174 in other taxable income. (8) Mr. Steven B. Binder was appointed Chief Financial Officer on July 17, 2017. (9) Includes $11,798 in temporary living expenses, $2,051 in contributions under the 401(k) Plan and $4,732 in medical benefits. (10) On May 25, 2017, Mr. Matthew J. Pfeffer ceased to be the Chief Executive Officer and Chief Financial Officer upon the appointment of Michael Castagna as the Chief Executive Officer and member of the Board of Directors. In August 2017, Mr. Pfeffer resigned from the Board of Directors. Mr. Pfeffer remains employed by the Company. (11) Includes $9,969 in auto allowance, $5,399 in contributions under the 401(k) Plan, $11,234 in medical benefits, $174 in other taxable income and $450 in airline club membership fees and travel benefits. (12) Ms. Rosabel R. Alinaya was acting Chief Financial Officer from May 25, 2017 until the appointment of Mr. Steven B. Binder as Chief Financial Officer on July 17, 2017. Ms. Alinaya continues to serve as our Senior Vice President, Investor Relations and Treasury. (13) Includes $5,399 in contributions under the 401(k) Plan, $10,091 in medical benefits, and $174 in other taxable income. (14) Includes $2,629 in contributions under the 401(k) Plan, $10,365 in medical benefits and $174 in other taxable income. (15) Includes $14,400 in auto allowance, $4,590 in contributions under the 401(k) Plan, $17,069 in medical benefits, and $174 in other taxable income. (16) Includes $4,940 in medical benefits and $174 in other taxable income. G RANTS OF P LAN - BASED A WARDS On March 1, 2017, we filed with the Secretary of State of the State of Delaware a Certificate of Amendment to our Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to (i) implement a one-for-five reverse stock split of our outstanding common stock (the “Reverse Stock Split”), without any change in par value per share, and (ii) reduce the authorized number of shares of our common stock from 700,000,000 to 140,000,000 shares, as previously authorized and approved at a special meeting of stockholders on March 1, 2017. The Charter Amendment became effective at 5:01 p.m. Eastern Time on March 2, 2017 (the “Effective Time”). No fractional shares were issued in connection with the Reverse Stock Split. Instead, we issued one full share of the post-Reverse Stock Split common stock to any stockholder of record who was entitled to receive a fractional share as a result of the process. As a result of the Reverse Stock Split, proportionate adjustments were made to the per share exercise price and the number of shares issuable upon the exercise or vesting of all stock options, restricted stock units and warrants issued by us and outstanding immediately prior to the Effective Time, which resulted in a proportionate decrease in the number of shares of our common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock units and warrants, and, in the case of stock options and warrants, a proportionate increase in the exercise price of all such stock options and warrants. In addition, the number of shares authorized for future grant under our equity incentive/compensation plans immediately prior to the Effective Time were reduced proportionately. We grant options and restricted stock units to our employees, including the named executive officers, under the 2013 Plan. All options granted to our named executive officers are nonstatutory stock options that do not qualify as incentive stock options within the meaning of Section 422 of the Code. As of December 31, 2017, 1,231,740 options were outstanding under the 2004 Plan, 5,795,035 options and 1,135,216 restricted stock units were outstanding under the 2013 Plan and an additional 1,509,343 shares of common stock were available for issuance under the 2013 Plan. Options generally expire ten years from date of grant. 54