MNKD 2018 Proxy Statement

• any merger, consolidation or reorganization of us in which our stockholders immediately prior to the transaction hold less than 50% of the voting power of the surviving entity following the transaction, subject to certain limitations; • any transaction in which we sell all or substantially all of our assets, subject to certain limitations; • our liquidation; or • any reorganization of our Board of Directors in which our incumbent directors (as defined in the agreements) cease for any reason to constitute a majority of the members of our Board. The agreements provide that in the event of a change of control, the employee is generally entitled to maintain the same position, authority and responsibilities held before the change of control, as well as the following compensation and benefits during the period ending on the earlier of two years following the change of control or the termination of his or her employment with us: • his or her annual base salary in an amount equal or greater to his or her annual salary as of the date the change of control occurs; • an annual bonus in an amount equal to the average annual bonus received by him or her for the three years prior to his or her termination (or the prior period up to three years during which he was one of our executive officers and received a bonus); • medical, dental and other insurance, and any other benefits we may offer to our executives; and • prompt reimbursement for all reasonable employment expenses incurred by him or her in accordance with our policies and procedures. Under the change of control agreements, we may terminate an executive with or without cause (as defined below) and the executive may terminate his or her employment with us for good reason (as defined below) or any reason at any time during the two-year period following a change of control. In the event we terminate an executive without cause or an executive terminates his or her employment with us for good reason, he or she is generally entitled to receive the following: • the portion of his or her annual base salary earned through the termination date that was not paid prior to his termination, if any; • any compensation previously deferred by the employee and any accrued paid time-off that the employee is entitled to under our policy; • on the condition the employee executes and does not revoke a release, then the employee will become entitled to received: • continuation of the employee’s annual base salary on the date of termination for a period of 18 months following his or her termination, subject to certain limitations; • an amount equal to 150% of his or her average annual bonus received by the employee for the three years prior to his or her termination (or the prior period up to three years during which the employee was one of our executive officers and received a bonus); • in the event the employee met the performance criteria for earning an annual bonus prior to his or her termination, a portion of the annual bonus earned for the year based on the number of days worked during the year; • in the event that the employee did not meet the performance criteria for earning an annual bonus prior to his or her termination, but the Board determines that all such criteria could have been satisfied if the employee remained employed for the full fiscal year, then a portion of his or her average annual bonus for the three years prior to his or her termination, based on the number of days worked during the year; and 65