MNKD 2018 Proxy Statement

• on the condition the employee executes a release, health insurance and, under certain circumstances, life, disability and other insurance benefits for a period expiring on the earlier of 18 months following his or her termination or until he qualifies for related benefits from another employer. In addition, the agreements provide that, on the condition the employee executes and does not revoke a release, each equity award held by him or her as of the termination date will become fully vested and exercisable at any point during the term of the option, subject to certain limitations. Under the agreements, in the event we terminate an employee with cause or an employee terminates his or her employment with us without good reason, his or her agreement will terminate without any further obligation to either party. The change of control agreements provide that an employee may be terminated for cause if he or she, among other things: • refuses to carry out or satisfactorily perform any of his or her lawful duties or any lawful instruction of our Board of Directors or senior management; • violates any local, state or federal law involving the commission of a crime other than a minor traffic offense; • is grossly negligent, engages in willful misconduct or breaches a fiduciary obligation to us; • engages in any act that materially compromises his reputation or ability to represent us with investors, customers or the public; or • reaches a mandatory retirement age established by us before a change of control occurs. Under the agreements, good reason includes, among other things: • a material diminution in the employee’s position, authority, duties or responsibilities with us; • an order by us to relocate the employee to an office located more than 50 miles from the employee’s current residence and worksite; • any non-renewal of the change of control agreement by us, on the condition that the employee may terminate the agreement for good reason only during the 30-day period after he receives notice from us that we intend to terminate the agreement; and • any material violation of the change of control agreement by us. Under the change of control agreements, an employee must inform us if he or she intends to terminate his or her agreement for good reason. We have 30 days from the date we receive notice of the employee’s intent to terminate the agreement for good reason to cure the default. The executive severance agreements and the change of control agreements with Mr. Thomson provide that in the event such executive becomes entitled to benefits under both agreements, compensation payments and other benefits will be coordinated to ensure the executive is entitled to receive the benefits described above without duplicating coverage. CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of Mr. Michael Castagna, our Chief Executive Officer. 66