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Mannkind Corp – ‘10-K’ for 12/31/15 – ‘EX-10.38’

On:  Tuesday, 3/15/16, at 5:17pm ET   ·   For:  12/31/15   ·   Accession #:  1193125-16-505366   ·   File #:  0-50865

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/15/16  Mannkind Corp                     10-K       12/31/15   91:10M                                    Donnelley … Solutions/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.10M 
 2: EX-4.17     Instrument Defining the Rights of Security Holders  HTML     74K 
 4: EX-10.36    Material Contract                                   HTML     97K 
 5: EX-10.37    Material Contract                                   HTML     24K 
 6: EX-10.38    Material Contract                                   HTML     34K 
 3: EX-10.8     Material Contract                                   HTML     54K 
 7: EX-23.1     Consent of Experts or Counsel                       HTML     25K 
 8: EX-31       Certification -- §302 - SOA'02                      HTML     29K 
 9: EX-32       Certification -- §906 - SOA'02                      HTML     26K 
16: R1          Document and Entity Information                     HTML     55K 
17: R2          Consolidated Balance Sheets                         HTML    113K 
18: R3          Consolidated Balance Sheets (Parenthetical)         HTML     44K 
19: R4          Consolidated Statements of Operations               HTML     72K 
20: R5          Consolidated Statements of Comprehensive Loss       HTML     41K 
21: R6          Consolidated Statements of Stockholders' (Deficit)  HTML    140K 
22: R7          Consolidated Statements of Cash Flows               HTML    160K 
23: R8          Description of business and basis of presentation   HTML     39K 
24: R9          Summary of significant accounting policies          HTML     73K 
25: R10         State research and development credit exchange      HTML     27K 
                receivable                                                       
26: R11         Inventories                                         HTML     34K 
27: R12         Property and equipment                              HTML     51K 
28: R13         Accrued expenses and other current liabilities      HTML     32K 
29: R14         Related-party arrangements                          HTML     36K 
30: R15         Senior convertible notes                            HTML     51K 
31: R16         Collaboration arrangement                           HTML     49K 
32: R17         Fair Value of Financial Instruments                 HTML     50K 
33: R18         Common and preferred stock                          HTML     33K 
34: R19         Net loss per common share                           HTML     38K 
35: R20         Stock award plans                                   HTML     86K 
36: R21         Commitments and contingencies                       HTML     40K 
37: R22         Employee benefit plans                              HTML     28K 
38: R23         Income taxes                                        HTML     77K 
39: R24         Facility Agreement                                  HTML     41K 
40: R25         Restructuring Charges                               HTML     30K 
41: R26         Selected quarterly financial data (Unaudited)       HTML     47K 
42: R27         Subsequent Events                                   HTML     31K 
43: R28         Description of business and basis of presentation   HTML    154K 
                (Policies)                                                       
44: R29         Inventories (Tables)                                HTML     33K 
45: R30         Property and equipment (Tables)                     HTML     43K 
46: R31         Accrued expenses and other current liabilities      HTML     32K 
                (Tables)                                                         
47: R32         Senior convertible notes (Tables)                   HTML     39K 
48: R33         Fair Value of Financial Instruments (Tables)        HTML     35K 
49: R34         Net loss per common share (Tables)                  HTML     35K 
50: R35         Stock award plans (Tables)                          HTML     83K 
51: R36         Income taxes (Tables)                               HTML     74K 
52: R37         Facility Agreement (Tables)                         HTML     29K 
53: R38         Selected quarterly financial data (Unaudited)       HTML     45K 
                (Tables)                                                         
54: R39         Description of Business and Basis of Presentation   HTML     63K 
                - Additional Information (Detail)                                
55: R40         Summary Of Significant Accounting Policies -        HTML     70K 
                Additional Information (Detail)                                  
56: R41         State Research and Development Credit Exchange      HTML     29K 
                Receivable - Additional Information (Detail)                     
57: R42         Components of Inventories (Detail)                  HTML     38K 
58: R43         Property and Equipment (Detail)                     HTML     71K 
59: R44         Property and Equipment - Additional Information     HTML     44K 
                (Detail)                                                         
60: R45         Accrued Expenses and Other Current Liabilities      HTML     40K 
                (Detail)                                                         
61: R46         Related-Party Arrangements - Additional             HTML     85K 
                Information (Detail)                                             
62: R47         Summary of Senior Convertible Notes (Detail)        HTML     41K 
63: R48         Senior Convertible Notes - Additional Information   HTML    106K 
                (Detail)                                                         
64: R49         Collaborative Arrangement - Additional Information  HTML     93K 
                (Detail)                                                         
65: R50         Fair Value of Financial Instruments - Additional    HTML    108K 
                Information (Detail)                                             
66: R51         Summary of Carrying Values Estimated Fair Values    HTML     43K 
                of Notes and Facility Financing Obligation and                   
                Sanofi Loan Facility (Detail)                                    
67: R52         Common and Preferred Stock - Additional             HTML    113K 
                Information (Detail)                                             
68: R53         Net Loss per Common Share - Additional Information  HTML     30K 
                (Detail)                                                         
69: R54         Potentially Dilutive Securities Outstanding         HTML     40K 
                (Detail)                                                         
70: R55         Stock Award Plans - Additional Information          HTML    112K 
                (Detail)                                                         
71: R56         Stock Based Award Plans (Detail)                    HTML     42K 
72: R57         Stock Based Compensation Expense Recognized in      HTML     34K 
                Accompanying Statements of Operation (Detail)                    
73: R58         Stock Based Compensation Expense Recognized in      HTML     34K 
                Accompanying Statements of Operations by Category                
                (Detail)                                                         
74: R59         Fair Value of Employee Stock Options Assumptions    HTML     45K 
                (Detail)                                                         
75: R60         Summary of Stock Options Outstanding (Detail)       HTML     71K 
76: R61         Summary of Restricted Stock Unit Activity (Detail)  HTML     49K 
77: R62         Commitments and Contingencies - Additional          HTML     53K 
                Information (Detail)                                             
78: R63         Employee Benefit Plans - Additional Information     HTML     28K 
                (Detail)                                                         
79: R64         Provision for Income Taxes (Detail)                 HTML     60K 
80: R65         Components of Net Deferred Tax Asset (Detail)       HTML     60K 
81: R66         Income Taxes -Additional Information (Detail)       HTML     52K 
82: R67         Effective Income Tax Rate (Detail)                  HTML     43K 
83: R68         Facility Agreement - Additional Information         HTML     98K 
                (Detail)                                                         
84: R69         Accretion of Debt Issuance Cost and Debt Discount   HTML     33K 
                in Connection with Deerfield Financing (Detail)                  
85: R70         Restructuring Charges - Additional Information      HTML     44K 
                (Detail)                                                         
86: R71         Selected Quarterly Financial Data (Detail)          HTML     38K 
87: R72         Selected Quarterly Financial Data - Additional      HTML     28K 
                Information (Detail)                                             
88: R73         Subsequent Events - Additional Information          HTML     39K 
                (Detail)                                                         
90: XML         IDEA XML File -- Filing Summary                      XML    159K 
89: EXCEL       IDEA Workbook of Financial Reports                  XLSX    104K 
10: EX-101.INS  XBRL Instance -- mnkd-20151231                       XML   1.51M 
12: EX-101.CAL  XBRL Calculations -- mnkd-20151231_cal               XML    230K 
13: EX-101.DEF  XBRL Definitions -- mnkd-20151231_def                XML   1.32M 
14: EX-101.LAB  XBRL Labels -- mnkd-20151231_lab                     XML   1.68M 
15: EX-101.PRE  XBRL Presentations -- mnkd-20151231_pre              XML   1.47M 
11: EX-101.SCH  XBRL Schema -- mnkd-20151231                         XSD    234K 
91: ZIP         XBRL Zipped Folder -- 0001193125-16-505366-xbrl      Zip    225K 


‘EX-10.38’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-10.38  

Exhibit 10.38

 

LOGO   

25134 Rye Canyon Loop

Suite 300

Valencia, CA 91355

Main: (661) 775-5300

www.mannkindcorp.com

March 3, 2016

Michael Castagna

638 Lindero Canyon Road, Suite 333

Oak Park, CA 91377

Dear Michael,

Congratulations! The MannKind team has been very impressed with your background and credentials, and we are genuinely pleased to offer you full-time employment with MannKind Corporation, in the exempt position Chief Commercialization Officer located in Valencia CA. In this position you will initially report directly to Matthew J. Pfeffer, Chief Executive Officer and CFO.

We will target your employment to commence on March 14, 2016. Please be advised that this offer is contingent upon satisfactory reference and background checks and receipt of results of a satisfactory drug screening test. In the coming days, you will receive an email with information regarding the test, contact and location information for the laboratory as well as the hours of operation. This screening test must be completed no later than two weeks from the date of this letter.

You will be paid on a bi-weekly basis, on regular payroll schedule, in the amount of $15,384.61, equating to an annualized amount of $400,000.00. You will be eligible to participate in the MannKind Discretionary Bonus Plan, with a target bonus opportunity of 50% of annual earnings. You will be eligible for a car allowance of $553.85 paid on a biweekly basis equating to an annualized amount of $14,400.00.

Additionally, you will receive a one-time sign-on bonus in the gross amount of $50,000.00, less appropriate with-holdings and other payroll deductions, payable as a lump sum on the first pay period at the end of the first ninety (90) days of your employment. By accepting this offer, you agree that, in the event that you voluntarily leave the Company, or if you are terminated by the Company for “cause”, within the twelve (12) months following receipt of payment, you will repay the full amount of the payment, net any with-holdings within thirty (30) days after the last day of your employment. By accepting this offer, you further agree that the Company may deduct this amount from any other amounts The Company owes you should you be obligated to repay this amount.

You will be eligible to participate in MannKind’s Equity Incentive Plan, under which stock options and restricted stock will be awarded to you at a future date, as approved by the Board of Directors. At the next quarterly Board meeting after your hire date, we will recommend that you be granted an equity award of 329,200 stock options and 80,000 restricted stock units which is comparable to grants made for other individuals in similar level positions throughout the company. This is not a guarantee for a specific


Michael Castagna, page two

number of restricted stock units, but is only intended to provide you with an understanding of grant guidelines for your position. If your start date is less than two weeks prior to the next quarterly Board meeting, the recommendation will be submitted in the following quarter. Grants will begin vesting based on your hire date. You will also be eligible for an annual equity grant.

Additionally, the Board will be asked to make a special grant of 1,000,000 performance based stock options, with performance based vesting terms to be mutually agreed upon in advance of their grant date.

We have a substantial list of fringe benefits, including the following: 22 days PTO annually, which accrues on a bi-weekly basis; short term and long term disability insurance; company–paid life insurance; a 401(k) tax deferred savings program; flexible spending accounts; health, vision and dental insurance, and twelve paid holidays. The holidays and other time off benefits will be prorated based on your date of hire. All benefits, policies and rules are subject to change from time to time at the Company’s discretion. All benefits outlined in this offer letter are contingent on your continuing employment with MannKind Corporation in a benefit eligible status.

Shortly after we are in receipt of your acceptance, you will receive a welcome email from our onboarding manager, with a link to your personalized onboarding portal. Through this portal you will have access to most of the required MannKind policies and agreements that will require your signature such as, the Employee Proprietary Information and Inventions Agreement, an Arbitration Agreement, a Policy Against Insider Trading, Code of Business Conduct and Ethics, and an Employee Acknowledgement Form, required after reading the MannKind Employee Sourcebook. Of course, the company may require additional policies or agreements to be signed and acknowledged in the future.

Employment at MannKind is at will, which means that either you or MannKind can end the employment relationship at any time, and for any reason or for no reason, with or without cause or notice. The employment terms in this letter supersede any other agreements or promises made to you by anyone, whether oral or written, and cannot be modified or amended except in writing by an officer of the company. As required by law, this offer is subject to satisfactory proof of your right to work in the United States. This at will employment relationship cannot be changed except in writing as approved by the Board of Directors of MannKind.

We appreciate the energy and enthusiasm you demonstrated during our interview and selection process and we look forward to a favorable response to our offer. We have many exciting challenges ahead and believe you can make a significant contribution to MannKind.

At your earliest convenience, please sign and date this letter and return it to Linda Adreveno, Sr. V. P. Human Resources (ladreveno@mannkindcorp.com) to indicate your acceptance of this written offer of employment. Please also include proof of your annual compensation in the form of a recent pay stub or W2/1099.

If you should have any questions, please don’t hesitate to contact me.

 

Sincerely,
/s/ Matthew J. Pfeffer

Matthew J. Pfeffer

Chief Executive Officer and CFO


Michael Castagna, page three

I have carefully read and understand all of the terms of the above letter and freely and voluntarily accept and agree to all of its terms. I represent that, in agreeing to this offer letter, I am not relying on any representations or promises of any kind other than set forth in this letter.

 

/s/ Michael Castagna
Michael Castagna
March 9, 2016
Date Signed
March 14, 2016
Confirmed Start Date

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/15/16
3/14/168-K
3/9/16
3/3/16
For Period end:12/31/15NT 10-K
 List all Filings 


6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/27/24  Mannkind Corp.                    10-K       12/31/23  123:18M                                    Donnelley … Solutions/FA
 2/23/23  Mannkind Corp.                    10-K       12/31/22  135:24M                                    ActiveDisclosure/FA
 2/24/22  Mannkind Corp.                    10-K       12/31/21  108:17M                                    ActiveDisclosure/FA
 2/25/21  Mannkind Corp.                    10-K       12/31/20  107:15M                                    ActiveDisclosure/FA
11/04/20  Mannkind Corp.                    10-Q        9/30/20   83:13M                                    ActiveDisclosure/FA
 8/05/20  Mannkind Corp.                    10-Q        6/30/20   82:12M                                    ActiveDisclosure/FA
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