Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Appointment of Chief Executive Officer
On March 28, 2016, the Board of Directors (the Board) of Oncothyreon Inc. (the Company) appointed Scott Myers, age 49,
as the Companys President and Chief Executive Officer and as a Class I director, effective on April 4, 2016.
Previously,
Mr. Myers served as the Chief Executive Officer of Aerocrine AB, a life sciences company, from September 2011 until it was acquired by Circassia Pharmaceuticals plc in July 2015. From January 2007 to August 2011, Mr. Myers served as a Vice
President of UCB S.A., a biopharmaceutical company. From December 2005 to January 2007, Mr. Myers served as the Chief Commercial Officer for DOV Pharmaceutical, a development stage pharmaceutical company, and from 2000 to 2005,
Mr. Myers held several senior positions at Johnson & Johnson including Senior Vice President and General Manager. Additionally, from April 2012 to April 2014, Mr. Myers served as a member of the board of directors of Orexo
AB, a pharmaceutical company and is currently an Industry Advisor for EQT, an investment fund. The Corporate Governance and Nominating Committee of the Board believes that Mr. Myers qualifications for membership on the Board include over
20 years of experience in the biotechnology industry and his extensive experience in the leadership of development stage biotechnology companies, including his position as the Companys President and Chief Executive Officer. Mr. Myers
received his Bachelor of Arts degree in biology from Northwestern University and M.B.A from the Graduate School of Business from the University of Chicago.
In connection with his appointment, the Compensation Committee of the Board (the Compensation Committee) approved, and
Mr. Myers and the Company entered into, an Offer Letter of Employment (the Offer Letter), which is filed as Exhibit 10.1 to this 8-K. Pursuant to the Offer Letter, Mr. Myers will receive an annual base salary of $600,000, which
may be increased from time to time as determined by the Board. In addition, Mr. Myers will be eligible for an annual performance bonus, with a target amount equal to 50% of his base salary (the Target Bonus and the actual amount
awarded, the Actual Bonus), based on the achievement of certain performance objectives. For 2016, Mr. Myers bonus will be pro-rated for the partial period of time he is employed by the Company. In connection with
Mr. Myers relocation to the Companys principal offices, the Company will provide up to $200,000 to cover reasonable relocation expenses.
In accordance with the Offer Letter, the Compensation Committee has granted Mr. Myers, effective as of his employment commencement date
and as an inducement to employment, an option to purchase 2,848,855 shares of the Companys common stock (the Option) with an exercise price equal to the closing price of the Companys common stock on the grant date, pursuant
to terms of an Inducement Stock Option Grant, the form of which is filed as Exhibit 10.2 to this Current Report on Form 8-K. The Option will vest as follows: 25% of the total shares subject to the Option will vest on the first anniversary of
Mr. Myers employment commencement date, and the balance will vest as to 1/48th of the total shares subject to the Option on a monthly basis over the following 36 months, subject to Mr. Myers continued service on such vesting
dates.
Pursuant to the Offer Letter, if Mr. Myers employment with the Company is terminated with Cause, in the event of his
death or disability, or in the event of his Voluntary Termination (each as defined in the Offer Letter), then Mr. Myers will be entitled to receive (i) any earned but unpaid base salary and earned but unused vacation or paid time off;
(ii) except in the case of termination for Cause, the amount of any Actual Bonus earned and payable from a prior year which remains unpaid by the Company as of the date of such termination; (iii) other unpaid and then vested amounts
outstanding at the time of termination; and (iv) reimbursement for all reasonable and necessary expenses incurred by Mr. Myers in connection with his performance of services on behalf of the Company.
If Mr. Myers is terminated without Cause or by Constructive Termination, and in either case not in connection with a Change in Control
(each as defined in the Offer Letter), then Mr. Myers will be entitled to receive (i) his Accrued Compensation (as defined in the Offer Letter); (ii) acceleration of 25% of the then-unvested portion
of the Option; (iii) a lump sum payment equal to 12 months of his then-current base salary and 50% of the Target Bonus; and (iv) provided he timely elects to continue health coverage
under COBRA, reimbursement for any monthly COBRA premium payments made by Mr. Myers in the 12 months following such termination. Receipt of these severance benefits is conditioned on execution by Mr. Myers of a release of claims in favor
of the Company.
If Mr. Myers is terminated without Cause or by Constructive Termination, and in either case in connection with a
Change in Control that occurs within 12 months following the Change in Control (each as defined in the Offer Letter), then Mr. Myers will be entitled to receive (i) his Accrued Compensation (as defined in the Offer Letter);
(ii) acceleration of 50% of the then-unvested portion of the Option; (iii) a lump sum payment equal to 12 months of his then-current base salary and 100% of the Target Bonus; and (iv) provided he timely elects to continue health
coverage under COBRA, reimbursement for any monthly COBRA premium payments made by Mr. Myers in the 12 months following such termination. Receipt of these severance benefits is conditioned on execution by Mr. Myers of a release of claims
in favor of the Company.
A copy of the press release announcing Mr. Myers appointment is filed as Exhibit 99.1 to this Current
Report on
Form 8-K.