Exhibit 10.2
IONETIX RADIOISOTOPES, INC.
ANNUAL PERFORMANCE BONUS PLAN
IONETIX RADIOISOTOPES, INC., a Delaware corporation (the “Company”), adopts this discretionary annual performance bonus plan (this “Plan”) to guide the approval and payment of discretionary annual performance cash bonuses (each a “Bonus”) to eligible Company employees (each a “Participant”).
This Plan is effective for the 2026 calendar year and each subsequent calendar year until it is amended or terminated (each a “Bonus Year”).
1. Administration. The compensation committee (the “Committee”) of the Board of Directors of Ionetix Corporation (the “Board”) will oversee the administration of this Plan, with the authority of the Board. The Committee is responsible for approving the matters reserved to it in this Plan and for overseeing the implementation of the Plan by the Company’s Chief Executive Officer (“CEO”). The CEO will implement the Plan in accordance with its terms and the Committee’s authority, and will report to the Committee on the administration of the Plan as requested. The Committee’s and CEO’s respective approvals, interpretations, determinations, resolutions of disputes, and other actions taken in accordance with this Plan are binding and conclusive on Participants. The Committee and CEO may delegate their respective authority or discretion under this Plan, and references to each of them includes their authorized delegates.
2. Eligibility. The Company’s full-time employees will be eligible to participate in this Plan, except for the CEO, the Chief Financial Officer, interns, and any other employee whom the Committee or CEO determines are ineligible. Part-time employees are ineligible except as determined by the CEO.
Each Participant may be eligible to earn a target Bonus amount equal to a percentage of their Base Salary based on performance factors.
3. Target Bonus and Performance Framework. The Committee will determine and approve target Bonus percentages of Base Salary by employee category, and that approval will remain in effect for each Bonus Year until changed by the Committee. “Base Salary” means a Participant’s annual base salary in effect on the last day of the applicable Bonus Year. The CEO may prorate or adjust a Bonus for a Participant who begins employment, changes position, changes Base Salary, takes an approved leave, or experiences other relevant circumstances during a Bonus Year.
Participants will earn Bonuses based primarily on the Company’s achievement of the annual corporate goals and objectives set by the Board and individual performance.
4. Bonus Determination and Performance Range. The CEO will have discretion to determine each Participant’s Bonus for a Bonus Year, based on achievement of the Company’s annual corporate goals and objectives and other relevant performance factors, subject to the following:
| a) | Minimum Performance (Threshold). In general, no Bonuses will be earned for a Bonus Year unless the Committee determines that the Company has achieved at least 80% of its overall corporate goals and objectives for that Bonus Year (the “Threshold”). |
The Committee may, in its discretion, approve Bonuses in circumstances when the Company does not achieve the 80% Threshold.
| b) | Maximum Bonus (Cap). A Participant’s Bonus may be up to 120% of the Participant’s target Bonus amount (the “Cap”). Any Bonus above 120% of the Participant’s target Bonus requires Committee approval. |
The CEO’s determination of each Participant’s performance and Bonus for a Bonus Year is discretionary and final, subject to the Threshold, the Cap, and the Committee’s oversight and authority.
All Bonuses are discretionary and are not earned or payable until approved and paid to the Participant.
5. Termination of Employment. A Participant must remain employed with the Company through the entire Bonus Year and through the Bonus payment date to be eligible to be paid a Bonus. The Company will not pay a Bonus to a Participant who is not employed by the Company on the payment date, regardless of the reason for the Participant’s termination of employment. The CEO may approve an exception to this requirement in circumstances that the CEO determines to be appropriate, subject to the oversight and authority of the Committee.
6. Payment. The CEO will cause the Company to pay approved Bonuses to eligible Participants during the period that begins on January 1st and ends on March 15th, following the applicable Bonus Year. Approved Bonuses are gross amounts and are subject to taxes and other required withholdings.
7. Repayment. A Participant must repay any Bonus amount that the Committee or CEO determines was paid the Participant in error. A Participant must also repay a Bonus amount to the extent required under any applicable clawback or similar provision.
8. Amendment and Termination. The Committee may recommend amendments to, or termination of, this Plan to the Board. The Board may amend or terminate this Plan at any time by written consent or resolution. Any amendment or termination of this Plan will be effective as of the date specified by the Board and will apply to all unpaid Bonuses, including Bonuses for the Bonus Year in which the amendment or termination occurs, unless the Board determines otherwise. This Plan may only be amended in writing, and any alleged oral amendment or change shall have no effect.
9. Unfunded Plan. This Plan and Bonuses are unfunded. The Company has no obligation to segregate, reserve, or pool assets to secure or provide for the payment of Bonuses. A Participant has no interest in any specific assets of the Company with respect to a Bonus.
10. Compliance. This Plan is governed by Delaware law, excluding conflicts of law principles. This Plan is intended to be exempt from ERISA as a bonus program and payroll practice. This Plan is intended to be exempt from Section 409A of the Internal Revenue Code under the so-called “short-term deferral” exemption. This Plan, each Bonus, and all rights and obligations arising under this Plan are subject to applicable law and the rules and regulations of the Securities and Exchange Commission and The Nasdaq Stock Market LLC, including Exchange Act Rule 10D-1, Nasdaq Rule 5608, and any similar compensation recovery requirement, in each case to the extent applicable. This Plan must be interpreted and administered accordingly.