PRTK Paratek Pharmaceuticals Inc

Adoption of Inducement Plan

On June 15, 2017, a majority of the independent directors of the board of directors (the “ Board ”) of Paratek Pharmaceuticals, Inc. (the “ Company ”) approved the Paratek Pharmaceuticals, Inc. 2017 Inducement Plan (the “ 2017 Inducement Plan ”) filed as Exhibit 10.1 to this Current Report on Form 8-K (this “ Current Report ”), the forms of the Stock Option Grant Notice and Option Agreement (collectively, the “ Inducement Option Grant Package ”) filed as Exhibit 10.2 to this Current Report and the forms of the Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement (collectively, the “ Inducement RSU Grant Package ”) filed as Exhibit 10.3 to this Current Report. In accordance with NASDAQ Listing Rule 5635(c)(4), the Company did not seek approval of the 2017 Inducement Plan by its stockholders. Pursuant to the Inducement Plan, the Company may grant nonstatutory stock options and restricted stock units for up to a total of 550,000 shares of common stock to employees entering into employment or returning to employment after a bona fide period of non-employment with the Company.  

The foregoing is a brief description of the material terms of the 2017 Inducement Plan, the Inducement Option Grant Package and the Inducement RSU Grant Package, and is qualified by reference to the full text of the 2017 Inducement Plan, the Inducement Option Grant Package and the Inducement RSU Grant Package filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report.

Adoption of Annual Incentive Plan

As further described under Item 5.07 of this Current Report, at the Company’s 2017 Annual Meeting of Stockholders (the “ Annual Meeting ”) on June 15, 2017, the Company’s stockholders approved the Paratek Pharmaceuticals, Inc. Annual Incentive Plan (the “ Annual Incentive Plan ”). The Annual Incentive Plan was previously approved, subject to stockholder approval, by the Board.

The Annual Incentive Plan is designed to provide annual cash incentives to executive officers and employees based on the achievement of pre-established, objective performance goals, including cash awards intended to qualify for the performance-based compensation exemption under Section 162(m) of the Internal Revenue Code of 1986, as amended.

A description of the material terms of the Annual Incentive Plan is included under the heading “Approval of the Paratek Pharmaceuticals, Inc. Annual Incentive Plan” in the Company’s proxy statement for the 2017 Annual Meeting filed with the Securities and Exchange Commission on April 21, 2017. The description of the Annual Incentive Plan is qualified by reference to the full text of the Annual Incentive Plan filed as Exhibit 10.4 to this Current Report.

Amended Employment Agreements

On June 16, 2017, the Company entered into amended and restated employment agreements (the “ Amended Employment Agreements ”) with Evan Loh, the Company’s President, Chief Operating Officer and Chief Medical Officer, and Adam Woodrow, the Company’s Chief Commercial Officer.  The Amended Employment Agreements amend, restate, and supersede the executives’ existing employment agreements, which were each dated February 4, 2015.  In the case of Mr. Loh, the Amended Employment Agreement provides for an additional severance benefit of up to 12 months of continued health insurance coverage (the “ COBRA Benefit ”) upon a termination of his employment by the Company without cause or by him for good reason and full acceleration of Mr. Loh’s unvested Company equity awards upon a qualifying termination of employment occurring within 90 days before and 12 months following the closing of a qualifying transaction.  In the case of Mr. Woodrow, the Amended Employment Agreement provides for the following additional severance benefits upon a termination of his employment by the Company without cause or by him for good reason: (i) a prorated portion of the performance bonus Mr. Woodrow would have earned for the year in which his employment terminates and (ii) the COBRA Benefit.

The foregoing is a brief description of the material terms of the Amended Employment Agreements, and is qualified by reference to the full text of the Employment Agreement, as amended, by and between the Company and Evan Loh dated as of June 16, 2017 and the Employment Agreement, as amended, by and between the Company and Adam Woodrow dated as of June 16, 2017, copies of which the Company intends to file with the Securities and Exchange Commission as exhibits to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.