Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal
Officer.
As previously reported by Form 8-K filed November 8, 2016 by Quotient Limited (the “Company”), on November 2, 2016 (the
“Separation Date”), the Company and its Chief Financial Officer, Stephen Unger, mutually agreed that Mr. Unger would leave the Company to pursue other career opportunities.
On November 9, 2016 and effective as of the Separation Date, the Company and Mr. Unger entered into a Separation and Release Agreement (the
“Separation Agreement”).
Pursuant to the Separation Agreement, and consistent with the terms of Mr. Unger’s employment agreement with
the Company, the Company will pay Mr. Unger a lump-sum of $325,000 (equal to Mr. Unger’s annual base salary) and provide him with 12 months of continued participation in the Company’s medical and life insurance plans.
In addition, pursuant to the Separation Agreement, notwithstanding the termination of his employment, certain of the unvested options to purchase ordinary
shares held by Mr. Unger will vest as follows on the following dates:
○
22,400 on March 4, 2017;
○
16,933 on April 29, 2017;
○
7,500 on
May 20, 2017; and
○
5,000 on
June 1, 2017.
The Separation Agreement further provides that Mr. Unger may exercise the vested options held by him until November 2, 2017,
after which any unexercised options will be forfeited. Finally, Mr. Unger will forfeit 17,500 unvested options and 37,500 multi-year restricted share units.
The foregoing payments and benefits are subject to Mr. Unger’s continued compliance with a one-year non-competition covenant and a two-year
non-solicitation covenant applicable to employees, customers and suppliers of the Company and its subsidiaries and affiliates.
The above summary
description of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is attached as Exhibit 10.1 hereto.