Exhibit 10.20

 

CORGENIX

 

SENIOR MANAGEMENT BONUS PLAN

 

Calendar Year 2014

 

This document establishes the Corgenix Senior Management Bonus Plan (“SMBP”) for the calendar year ending December 31, 2014 as approved by the Board of Directors (“Board”) and the Compensation Committee (the “Committee”), and is intended as an administrative reference document for executive management and the Board for the year.

 

The effective date of the SMBP (the “Effective Date”) is May 13, 2014

 

The SMBP is a performance-based incentive plan designed for the year ending December 31, 2014.

 

The intent of the SMBP is to provide added incentive for sustaining high levels of performance by the Corgenix Executive Management Team in achieving organizational goals of the Company. In addition, the SMBP is meant to balance the focus of short-term success of the organization with the accomplishment of longer-term objectives.

 

The SMBP provides a cash-based vehicle for eligible participants.

 

1.                        Eligibility

 

Positions eligible for participation in the SMBP are the executives of Corgenix as identified by the Compensation Committee (the “Eligible Employees”). The initial participants are:

 

	
employee
    	
 
    	
title
    
	
Doug   Simpson
    	
 
    	
President   and CEO
    
	
Bill   Critchfield
    	
 
    	
Senior   Vice President - Finance and Operations, and CFO
    
	
Ann   Steinbarger
    	
 
    	
Senior   Vice President, Sales and Marketing
    
	
Joe   Elliott
    	
 
    	
Senior   Director, Operations
    
	
Kelly   Pitts
    	
 
    	
Director   of Research and Development
    


 

Any additional participant (an “Additional Participant”) who after the Effective Date is recommended by the Compensation Committee and approved by the Board to participate in the SMBP in the case where an employee is promoted, transferred or hired into a position that is considered eligible for the SMBP, will be allowed to participate in the SMBP only to the degree recommended by the Committee and approved by the Board, including but not limited to, modification of the individual potential payout (the “Payout Amount”).

 

Each Eligible Employee will be provided with a copy of the SMBP for review.  After reviewing the SMBP, each Eligible Employee will be asked to acknowledge by signature that they have reviewed and understand the SMBP.

 

2.         Performance Period

 

The SMBP operates on an annual performance period which aligns with the calendar year of January 1, 2014 — December 31, 2014, (the “Performance Period”).  On the Effective Date, the Board has established the performance measures for the SMBP Performance Period (the “Performance Measures”) which may not be altered or modified.

 

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3.                          Total Potential Bonus Pool

 

The total potential payout in the SMBP (the “Total Potential Bonus Pool”) is one hundred twenty-five thousand dollars ($125,000).

 

4.                          Performance Measures

 

The Board has selected three (3) goal-based Performance Measures comprising nine (9) payout metrics (“Payout Metrics”) for the SMBP, as follows:

 

	
 
    	
 
    	
Payout Metric
    	
 
    	
Payout Amount
    
	
1) Expand and Strengthen HDL Alliance to Reach Maximum Business   Potential
    	
 
    	
a)   Generate minimum AtherOx sales of $950,000
    	
 
    	
$
    	
25,000
    
	
 
    	
b)   Generate minimum TxBCardio sales of $300,000
    	
 
    	
$
    	
25,000
    
	
 
    	
c)   Complete feasibility and optimization of new assay; complete tech transfer to   HDL for LDT validation.
    	
 
    	
$
    	
12,500
    
	
 
    	
d)   Secure HDL agreement to fund development of new platform version for Contract   Development.
    	
 
    	
$
    	
6,250
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
2) Establish Meaningful and Sustainable Business in China
    	
 
    	
a)   Generate minimum $450,000 AspirinWorks sales; initiate clinicals in China for   TxBCardio
    	
 
    	
$
    	
12,500
    
	
 
    	
b)   Generate minimum $100,000 sales to Kindstar for AtherOx and/or Hepcidin
    	
 
    	
$
    	
12,500
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
3) Expand Contract Services Base
    	
 
    	
a)   Secure a written agreement for one additional Lilly project
    	
 
    	
$
    	
6,250
    
	
 
    	
b)   Close a minimum of one additional R&D partner relationship
    	
 
    	
$
    	
6,250
    
	
 
    	
c)   Generate a minimum of $25,000 in new contract manufacturing revenue
    	
 
    	
$
    	
18,750
    


 

In the case(s) where any Performance Metric(s) are achieved, the Payout Amount for the Performance Metric(s) are then added to the accrued bonus (the “Accrued Bonus”) to be paid to the Eligible Employees at the end of the Performance Period according to the allocation listed in Section 5 (the “Bonus Allocation”).

 

5.                                      Bonus Allocation

 

The Bonus Allocation schedule is as follows:

 

	
 
    	
 
    	
Eligible   Employee
    	
 
    	
Bonus   Allocation
    	
 
    
	
Doug Simpson
    	
 
    	
President   and CEO
    	
 
    	
25.0
    	
%
    
	
Bill Critchfield
    	
 
    	
Senior   Vice President - Finance and Operations, and CFO
    	
 
    	
20.0
    	
%
    
	
Ann Steinbarger
    	
 
    	
Senior   Vice President, Sales and Marketing
    	
 
    	
25.0
    	
%
    
	
Joe Elliott
    	
 
    	
Senior   Director, Operations
    	
 
    	
15.0
    	
%
    
	
Kelly Pitts
    	
 
    	
Director   of Research and Development
    	
 
    	
15.0
    	
%
    


 

6.                          Payment of Awards

 

Subject to change in control of Corgenix as specified in Section 7, at the end of the Performance Period, the President and CEO will submit actual results of the Performance Metrics to the Compensation Committee and the Board for review and approval. Payment to each Eligible Employee or the Eligible Employee’s beneficiary via cash will be made within thirty (30) days following the end of the Performance Period.

 

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Termination of a participant’s employment with Corgenix prior to the end of the Performance Period will result in a forfeiture of any and all payouts.  Payments to participants will be treated as ordinary income for purposes of Federal Income Tax calculations.

 

7.                          Change in Control of Corgenix

 

If prior to the end of the Performance Period a change in control of Corgenix occurs, the Performance Metrics 1(a), 1(b), 2(a) and 2(b) will be reduced on a prorated based on the date in which a change in control occurs (the “Change in Control Date”). The Payout Amounts for all Performance Metrics will not be changed. Payments to each Eligible Employee or the Eligible Employee’s beneficiary via cash will be made on the Change in Control Date.

 

8.                          Approval

 

	

    	
 
    
	
Douglass   T. Simpson
    	
 
    
	
President   and CEO
    	
 
    
	
May 13,   2014
    	
 
    


 

 

Approved by the Compensation Committee: May 13, 2014

 

Approved by the Board: May 13, 2014

 

	
Acknowledged:   Doug Simpson
    	

    	
 
    
	
 
    	
 
    	
 
    
	
Acknowledged:   Bill Critchfield
    	

    	
 
    
	
 
    	
 
    	
 
    
	
Acknowledged:   Ann Steinbarger
    	

    	
 
    
	
 
    	
 
    	
 
    
	
Acknowledged:   Joe Elliott
    	

    	
 
    
	
 
    	
 
    	
 
    
	
Acknowledged:   Kelly Pitts
    	

    	
 
    


 

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SENIOR MANAGEMENT GOALS

FOR FISCAL YEAR ENDING JUNE 30, 2014 AND 

CALENDAR YEAR ENDING DECEMBER 31, 2014

 

	
GOAL
    	
 
    	
STRATEGY
    	
 
    	
PROJECTS
    	
 
    	
METRICS TO MEASURE  PROJECT SUCCESS
    
	
Expand and Strengthen HDL Alliance to Reach Maximum Business Potential

 

 

 

55% 

 

$68,750
    	
 
    	
Position proprietary   AtherOx and Thromboxane biomarkers as key components of HDL cardiac testing   protocols with continuous enhancement to accelerate business growth
    	
 
    	
1 Transition AtherOx to LDT; position as   oxidized LDL assay in cardiac panel for 100% patient sample utilization

 

2 Convert AspirinWorks ELISA business to   urinary TxBCardio post 510(k) clearance to overcome ELISA limitations,   boosting patient testing utilization.

 

3 Establish HDL funded Contract R&D   project for Serum Thromboxane ELISA; crossover into LDT system and convert   urinary business enabling 100% of patient sample utilization within 2 years   of validation.

 

4 Establish HDL funded Contract R&D   project to convert AtherOx ELISA to automated platform
    	
 
    	
 

FY 2014

1 Complete tech transfer & validation   of AtherOx technology at HDL. Generate $175,000 in product sales.

 

2 Obtain FDA 510(k) approval. Complete   HDL validation and convert from ELISA. Generate minimum $15,000 sales.

 

3 Execute R&D contract and meet   project milestones- of the contract statement of work

 

CY 2014

1 Generate minimum $950,000 sales....20%

 

2 Generate minimum $300,000 sales....20%

 

3 Complete feasibility and optimization   of new assay; complete tech transfer to HDL for LDT validation........10%

 

4 Secure HDL agreement to fund development   of new platform version for Contract Development. 5%
    


 

5/14/2014

 











 

	
GOAL
    	
 
    	
STRATEGY
    	
 
    	
PROJECTS
    	
 
    	
METRICS TO MEASURE  PROJECT SUCCESS
    
	
Establish Meaningful and   Sustainable Business in China

 

 

 

20%

 

$25,000
    	
 
    	
Utilize proprietary   biomarkers to enter the China diagnostics market
    	
 
    	
1 Finalize regulatory approvals for   AspirinWorks in China and build ELISA business to exceed US market; initiate   program to transition AspirinWorks ELISA to TxBCardio

 

2 Establish LDT based business alliance   with

Kindstar for AtherOx and   Hepcidin
    	
 
    	
 

FY 2014

1 Secure Beijing and Shanghai pricing   approvals; generate minimum $150,000 sales; execute agreement with NingJiang   regarding TxBCardio collaboration.

 

2 Finalize LDT supply contract with   Kindstar for AtherOx and Hepcidin.

 

CY 2014

1 Generate minimum $450,000 sales;   initiate clinicals in China for TxBCardio....l0%

 

2 Generate minimum $100,000 sales to   Kindstar for AtherOx and/or Hepcidin......l0%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Expand Contract Services Base Ensuring Consistent Long-Term   Sector Growth with Profitable Projects from Reputable Partners

 

25%

 

$31,250
    	
 
    	
Build on reputation and   credibility from existing account business to expand business base
    	
 
    	
1 Build on Hepcidin project success to   secure additional projects with Lilly.

 

2 Secure new Contract R&D projects.

 

3. Secure new Contract Manufacturing   projects.
    	
 
    	
FY 2014

1 Conduct full program review and present   capabilities to expanded Lilly management team.

 

2. Identify 3 potential R&D partners   with contract manufacturing potential and present written proposals to each.

 

3. Secure 1 new contract manufacturing   customer by executing Supply Agreements.

 

CY 2014

1 Secure a written agreement for one   additional Lilly
    


 











 

	
GOAL
    	
 
    	
STRATEGY
    	
 
    	
PROJECTS
    	
 
    	
METRICS TO MEASURE  PROJECT SUCCESS
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 

project......5%

 

2 Close minimum 1 additional  R&D partner relationship........5%

 

3. Generate a minimum of $25,000 in new   contract manufacturing revenue......l5%
    


 

	
 
    	
 
    	
FY 2014   Budget 
    	
 
    	
FY 2014   Goal
    	
 
    	
CY 2014   Goal
    	
 
    
	
Revenue
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Total
    	
 
    	
$
    	
11,223,564
    	
 
    	
$
    	
11,343,000
    	
 
    	
$
    	
12,400,000
    	
 
    
	
TxBCardio
    	
 
    	
$
    	
13,500
    	
 
    	
$
    	
15,000
    	
 
    	
$
    	
300,000
    	
 
    
	
AspirinWorks MP
    	
 
    	
$
    	
1,393,944
    	
 
    	
$
    	
1,360,000
    	
 
    	
$
    	
1,400,000
    	
 
    
	
AtherOx
    	
 
    	
$
    	
0
    	
 
    	
$
    	
175,000
    	
 
    	
$
    	
950,000
    	
 
    
	
Contract Manufacturing
    	
 
    	
$
    	
2,932,995
    	
 
    	
$
    	
3,000,000
    	
 
    	
$
    	
3,270,000
    	
 
    
	
China AspirinWorks
    	
 
    	
$
    	
228,750
    	
 
    	
$
    	
150,000
    	
 
    	
$
    	
450,000
    	
 
    
	
Net Income
    	
 
    	
$
    	
577,550
    	
 
    	
$
    	
667,000
    	
 
    	
$
    	
756,400
    	
 
    


 

Cash pool of $125,000.......Five key people.....metrics using CY 2014 financials. 

 

Metrics set as a percentage tied to each of the nine goals as defined above. 

 

Developed into a Senior Management Bonus Plan