NVLN Novelion Therapeutics Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 5, 2015

QLT Inc.

(Exact Name of Registrant as specified in its charter)

887 Great Northern Way, Suite 250, Vancouver, B.C.

Canada, V5T 4T5

(Address of principal executive offices)

Registrant’s telephone number, including area code:  (604) 707-7000

Not Applicable

(Registrant’s name or former address, if change since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As previously reported, on January 5, 2015, QLT Inc. (the “Company”) announced that Glen Ibbott was appointed as the Company’s Vice President, Finance effective January 5, 2015 and as Interim Chief Financial Officer effective as of January 26, 2015 and in connection therewith entered into an employment agreement with Mr. Ibbott, dated January 5, 2015 (the “Employment Agreement”).  On November 5, 2015, the Company entered into an amendment (the “Amendment”) to the Employment Agreement, pursuant to which Mr. Ibbott’s title was changed to Senior Vice President, Finance and Chief Financial Officer. Mr. Ibbott continues to be considered the Company’s “principal financial officer” and “principal accounting officer” for SEC reporting purposes.

The Amendment also increased Mr. Ibbott’s base salary to Cdn$300,000 per annum and his target cash incentive compensation payment to 40% of his base salary under the Company’s annual cash incentive compensation program.  Mr. Ibbott’s severance upon termination without cause was amended to require 6 months’ notice or pay in lieu thereof equal to 6 months of base salary, plus one additional month of notice or severance per year of service, up to a maximum of twelve months.  Severance pay is in respect of base salary only.  The foregoing description of the Amendment is qualified entirely by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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Exhibit List

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Exhibit 10.1

By Hand

November 5, 2015

Glen Ibbott
c/o 887 Great Northern Way, Suite 250
Vancouver, BC
V5T 4T5

Dear Glen:

Re:                             Employment Agreement Amendment

Further to our recent discussions, this letter confirms our agreement to amend your Employment Agreement dated January 5, 2015 (the “Employment Agreement”). We have agreed to the following amendments to your Employment Agreement:

1.              Section 1.1 is amended to change your position title to “Senior Vice President, Finance and Chief Financial Officer”.

2.              Section 2.1(a) is amended to increase your annual Base Salary to $300,000.

3.              Section 2.1(d) is amended by replacing all of the current Section 2.1(d) with the following:

(d)         Vacation — Four weeks of paid vacation per year, as may be increased from time to time in accordance with QLT’s vacation policy for executive level employees.  As per the Company’s Policy and Procedures on QLink (as amended by QLT from time to time), unless agreed to in writing by the Company:

I.                                        All vacation must be taken within the calendar year in which it is earned by Mr. Ibbott; and

II.                                   Vacation entitlement will not be cumulative from calendar year to calendar year; except that Mr. Ibbott may carry forward 75 hours of vacation from the calendar year in which it is earned to the following calendar year (but not subsequent years).

4.              Section 2.1(f) is amended to increase your target cash incentive compensation payment to 40% of your Base Salary, provided that your target payment for 2015 will be prorated based on your current target and your current annual Base Salary for the period from January 1, 2015 to the effective date of this letter and your amended target and amended Base Salary from the effective date of this letter to December 31, 2015.

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5.              Section 5.3(a) is amended by replacing all of the current Section 5.3(a) with the following:

(a)         Notice — Advance written notice of termination (“Severance Notice”), or pay in lieu thereof (“Severance Pay”), or any combination of Severance Notice and Severance Pay, as more particularly set out below:

I.                Six (6) months’ Severance Notice or Severance Pay in lieu thereof, and

II.           One (1) additional month’s Severance Notice, or Severance Pay in lieu thereof, for each complete year of continuous employment with QLT,

up to a maximum total of 12 months’ Severance Notice, or Severance Pay in lieu of Severance Notice.  Severance Pay is in respect of Base Salary only and, subject to any Employment Standards Act obligations, will be paid on a semi-monthly or monthly basis over the Severance Period, at QLT’s discretion.

The remainder of Section 5.3 is unchanged.

The capitalized term “Base Salary” has the same meaning as the same capitalized term in your Employment Agreement.

The amendments to Sections 1.1, 2.1(a), 2.1(d), 2.1(f) and 5.3(a) of your Employment Agreement are effective as of the date this letter is signed by you.

Your Employment Agreement as amended by this letter will continue to govern your employment with QLT Inc.

Please confirm your agreement to this amendment to your Employment Agreement by signing where indicated below and returning to us a copy of this letter.

If you have any questions, please contact me.

Yours truly,

I confirm my agreement to the terms and conditions set out above.

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