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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(d) Director Election
On
November 11, 2016, the Board of Directors (Board) of Curis, Inc. (the Company) elected Lori A. Kunkel, M.D., to serve as a class II director until the 2019 Annual Meeting of Stockholders and thereafter until her successor is
duly elected and qualified.
Dr. Kunkel will receive compensation for her board service as a non-employee director commensurate
with the Companys previously-disclosed director compensation program, including a one-time nonqualified stock option under the Amended and Restated 2010 Stock Incentive Plan, as amended (the 2010 Plan) to purchase 25,000
shares of the Companys Common Stock with an exercise price equal to the closing price of the Companys Common Stock on the Nasdaq Global Market on the grant date. The option will become exercisable as to 25% of the shares underlying the
option on the first anniversary of the grant date and as to an additional 6.25% of the shares underlying the option at the end of each three-month period thereafter, until the option is fully exercisable on the fourth anniversary of the grant date.
Exercisability is subject to Dr. Kunkels continued service on the Board. The option will expire 10 years from the date of grant.
In addition, on November 11, 2016, Dr. Kunkel entered into an indemnification agreement (the Indemnification Agreement) with the
Company. The Indemnification Agreement is substantially identical to the form of indemnification agreement that the Company has entered into with its other non-employee directors and provides that Dr. Kunkel:
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shall be indemnified by the Company against all expenses, including attorneys fees, and, to the extent permitted by law, amounts paid in settlement incurred in connection with any litigation or other legal
proceeding, other than an action by or in the right of the Company, brought against her by virtue of her position as a director if she acted in good faith and in a manner she reasonably believed to be in, or not opposed to, the Companys best
interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe her conduct was unlawful; and
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shall be indemnified by the Company against all expenses, including attorneys fees, and, to the extent permitted by law, amounts paid in settlement incurred in connection with any action by or in the right of the
Company brought against her by virtue of her position as a director of the Company if she acted in good faith and in a manner she reasonably believed to be in, or not opposed to, the Companys best interests, except that no indemnification
shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the Company, unless a court determines that, despite such adjudication but in view of all of the circumstances, she is entitled to
indemnification of such expenses.
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Notwithstanding the foregoing, to the extent that Dr. Kunkel has been successful, on
the merits or otherwise, she is required to be indemnified by the Company against all expenses, including attorneys fees, incurred in connection with defending any proceeding to the extent that the Company does not assume the defense of such
proceeding. Expenses shall be advanced to Dr. Kunkel, provided that she undertakes to repay the amount advanced if it is ultimately determined that she is not entitled to indemnification for such expenses.
Indemnification is required to be made unless the Company determines that the applicable standard of conduct required for indemnification has
not been met. As a condition precedent to the right of indemnification, Dr. Kunkel must give notice to the Company of the action for which indemnity is sought and the Company has the right to participate in such action or assume the defense
thereof.
The foregoing description of the Indemnification Agreement is qualified in its entirety by the full text of the form of
indemnification agreement by and between the Company and each non-employee member of its Board of Directors, which is incorporated herein by reference to Exhibit10.9 to the Companys Annual Report on Form 10-K for the year ended December 31,
2015, filed with the SEC on February 29, 2016.
Pursuant to the terms of a Consulting Agreement dated August 21, 2013 by and between the
Company and D2D, LLC, a limited liability company owned by Dr. Kunkel (as amended, the D2D Consulting Agreement), Dr. Kunkel served as a consultant to the Company in the area of oncology clinical evaluation and development. The Company
and Dr. Kunkel terminated the D2D Consulting Agreement on June 30, 2015, and entered into a Consulting Agreement by and between the Company and Dr. Kunkel on July 1, 2015 (the Kunkel Consulting Agreement). The Company and Dr. Kunkel
terminated the Kunkel Consulting Agreement in connection with her election as a member of the Board of Directors. From January 1, 2015 through the date of this report, pursuant to the D2D Consulting Agreement and the Kunkel Consulting
Agreement, Dr. Kunkel has received aggregate payments from the Company of $185,400 and received options in connection with the Kunkel Consulting Agreement to purchase an aggregate of 150,000 shares of the Companys common stock at a weighted
average exercise price of $3.33 per share.