Aethlon Medical amends executive employment agreements ahead of change-in-control scenarios
The company revised severance terms for its CEO/CFO and Chief Medical Officer so that qualifying post-merger terminations trigger lump-sum, not installment, payments.
Aethlon Medical, Inc. reported in an 8-K that on September 11, 2026, the company entered into amendments to the employment agreements of James B. Frakes, its Chief Executive Officer and Chief Financial Officer, and Steven P. LaRosa, M.D., its Chief Medical Officer.1
Under the amendments, if a change in control is consummated and, concurrently with that consummation, the executive's employment is terminated under circumstances entitling him to severance benefits, the severance payments that would otherwise have been paid in installments will instead be paid as a single lump sum.1 The filing specifies that the lump sum will equal the total severance payments that would have been due under the employment agreement, disbursed on the executive's next regular payroll date after his release becomes effective, subject to the agreement's other terms.1
The same treatment extends to health benefits: health care continuation payments under those circumstances will also be paid as a single lump sum, equal to the total COBRA continuation payments that would otherwise have been due over the applicable COBRA period.1 Once paid, that lump sum amount is fixed and cannot be reduced, canceled, forfeited, clawed back, or required to be repaid if the executive later gains health coverage through a new employer or otherwise loses COBRA eligibility during that period.1
Aethlon stated that the amendments do not change the amount or calculation of severance or health care continuation payments, nor the conditions under which the executives qualify for severance.1 The amendments were filed as Exhibit 10.1, "Amendment No. 2 to Executive Employment Agreement," dated September 11, 2026, between Aethlon Medical, Inc. and James A. Frakes,1 and Exhibit 10.2, "Amendment No. 1 to Executive Employment Agreement," dated September 11, 2026, between Aethlon Medical, Inc. and Steven P. LaRosa, MD.1 The report was signed September 15, 2026.
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