Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 12, 2016, Opiant Pharmaceuticals,
Inc. (the “Company”) amended its employment agreements with Dr. Michael Sinclair, our Executive Chairman (the “Sinclair
Amendment”), Dr. Roger Crystal, our Chief Executive Officer (the “Crystal Amendment”), and Mr. Kevin Pollack,
our Chief Financial Officer (the “Pollack Amendment”) effective as of January 1, 2016.
The Sinclair Amendment
The Sinclair Amendment to the employment
agreement by and between the Company and Dr, Michael Sinclair dated August 6, 2010 amends the original agreement and the subsequent
amendments to the agreement effective as of December 31, 2012 and December 31, 2013, respectively. The Sinclair Amendment extends
the term of Dr. Sinclair’s employment until December 31, 2016.
From January 1, 2016 until December 31,
2016, Dr. Sinclair will receive a base salary of $350,000. The Company shall pay Dr. Sinclair no less than $265,000 of the base
salary earned between January 1, 2016 and December 31, 2016, and all amounts in excess of the amounts actually paid shall accrue,
with a minimum of 50% of the balance due being paid by September 30, 2017, and remaining balance paid by March 31, 2018.
Dr.
Sinclair shall be eligible to earn an incentive bonus in an amount and structure agreed upon by Dr. Sinclair and the Board of Directors
of the Company (the “Board”). The amount of the incentive bonus payment shall be determined based the achievement of
specific milestones, representing a combination of both individual management objectives and corporate objectives. The Board shall,
in its sole discretion, determine whether such objectives have been achieved, and the amount of Dr. Sinclair’s incentive
bonus, if any. Any bonus awarded hereunder shall be paid no later than February 15, 2017 and shall be subject to applicable payroll
tax withholdings and deductions
.
Subject to the approval by the Board, Dr.
Sinclair shall be granted options to purchase shares of the Company’s common stock (the “Options”) with an exercise
price per share equal to no less than the fair market value of one share of the Company’s common stock on the date of grant
of the Options, as determined by the Board. The Options shall also be subject to the terms and conditions of the Company’s
forthcoming stock plan.
The Crystal
Amendment
The Crystal Amendment to the employment
agreement by and between the Company and Dr. Roger Crystal dated November 26, 2012 amends the original agreement and the subsequent
amendments to the agreement effective as of December 31, 2012 and December 31, 2013, respectively. The Crystal Amendment extends
the term of Dr. Crystal’s employment until December 31, 2016.
From January 1, 2016 until December 31,
2016, Dr. Crystal will receive a base salary of $593,750. The Company shall pay Dr. Crystal no less than $450,000 of the base salary
earned between January 1, 2016 and December 31, 2016, and all amounts in excess of the amounts actually paid shall accrue, with
a minimum of 50% of the balance due being paid by September 30, 2017, and remaining balance paid by March 31, 2018.
Dr.
Crystal shall be eligible to earn an incentive bonus in an amount and structure agreed upon by Dr. Crystal and the Board. The amount
of the incentive bonus payment shall be determined based the achievement of specific milestones, representing a combination of
both individual management objectives and corporate objectives. The Board shall, in its sole discretion, determine whether such
objectives have been achieved, and the amount of Dr. Crystal’s incentive bonus, if any. Any bonus awarded hereunder shall
be paid no later than February 15, 2017 and shall be subject to applicable payroll tax withholdings and deductions
.
Subject to the approval by the Board, Dr. Crystal shall be granted options to purchase shares of the Company’s common stock (the “Options”) with an exercise price per share equal to no less than the fair market value of one share of the Company’s common stock on the date of grant of the Options, as determined by the Board. The Options shall also be subject to the terms and conditions of the Company’s forthcoming stock plan.
The Pollack
Amendment
The
Pollack Amendment to the employment agreement by and between the Company and Mr. Pollack dated November 26, 2012 amends the original
agreement and the subsequent amendments to the agreement dated December 31, 2012 and December 31, 2013, respectively.
The
Pollack Amendment extends the term of Mr. Pollack’s employment until December 31, 2016.
From January 1, 2016 until December 31,
2016, Mr. Pollack will receive a base salary of $562,500. The Company shall pay Mr. Pollack no less than $425,000 of the base salary
earned between January 1, 2016 and December 31, 2016, and all amounts in excess of the amounts actually paid shall accrue, with
a minimum of 50% of the balance due being paid by September 30, 2017, and remaining balance paid by March 31, 2018.
Mr.
Pollack shall be eligible to earn an incentive bonus in an amount and structure agreed upon by Mr. Pollack and the Board. The amount
of the incentive bonus payment shall be determined based the achievement of specific milestones, representing a combination of
both individual management objectives and corporate objectives. The Board shall, in its sole discretion, determine whether such
objectives have been achieved, and the amount of Mr. Pollack’s incentive bonus, if any. Any bonus awarded hereunder shall
be paid no later than February 15, 2017 and shall be subject to applicable payroll tax withholdings and deductions
.
Subject to the approval by the Board, Mr.
Pollack shall be granted options to purchase shares of the Company’s common stock (the “Options”) with an exercise
price per share equal to no less than the fair market value of one share of the Company’s common stock on the date of grant
of the Options, as determined by the Board.
The foregoing descriptions of the Sinclair
Amendment, Crystal Amendment, and Pollack Amendment (collectively, the “Amendments”) are qualified in its entirety
by reference to the full text of the Amendments, copies of which are filed as Exhibit 10.1, Exhibit 10.2, and Exhibit
10.3, respectively, to this Current Report on Form 8-K and is incorporated by reference herein.