Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Executive Officer Employment Agreements
On September 19, 2017, Catalyst Biosciences, Inc. (the “Company”) entered into amended and restated employment agreements with certain of the
Company’s officers, including Dr. Nassim Usman, Ph.D., the Company’s President and Chief Executive Officer and Mr. Fletcher Payne, the Company’s Chief Financial Officer (collectively, the “Employment Agreements”).
The Employment Agreements were amended and restated in order to, among other things, harmonize the provisions relating to (i) severance without
cause or as a result of constructive termination; (ii) severance without cause or as a result of constructive termination after a change of control; (iii) the definition of “constructive termination”; and (iv) the exercise period
for vested options in the event of death or disability (collectively, the “Provisions”).
Other than as described herein, the material terms of
the Employment Agreements, as previously disclosed by the Company, have not been revised. Copies of the Employment Agreements are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The foregoing
description of the Employment Agreements does not purport to be complete and is qualified in its entirety to reference to Exhibits 10.1 and 10.2.
Amended and Restated Employment Agreement with Dr. Usman
In accordance with Dr. Usman’s amended and restated employment agreement (the “Usman Employment Agreement”), Dr. Usman is entitled to
receive an annual base salary of $466,796, subject to review in 2018. Dr. Usman will also have the opportunity to earn an annual performance-based bonus of up to fifty percent (50%) of his annual salary. Further, Dr. Usman is eligible
to receive stock option or other equity compensation as determined from time to time by the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of the Company.
The Usman Employment Agreement provides that either party may terminate the agreement for any reason or no reason. In addition, the agreement provided that if
the Company terminates Dr. Usman’s employment without “cause” (as defined in the Usman Employment Agreement) or “constructively terminates” (as defined in the Usman Employment Agreement) his employment before a
“change of control” (as defined in the Company’s 2015 Stock Incentive Plan (the “Plan”)), Dr. Usman would be eligible to receive the following:
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severance payments, equal to the rate of base salary he was receiving at the time of such termination for a period of twelve (12) months; and
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accelerated vesting of the number of shares of common stock subject to options he holds that would otherwise have vested as of the date twelve (12) months after the effective date of his termination.
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In addition, the Usman Employment Agreement provides that if Dr. Usman’s employment is terminated without “cause” or as a
result of “constructive termination,” in each case after a “change of control,” he shall be entitled to receive (i) continued payment of his base salary for twelve (12) months and (ii) accelerated vesting as of the time of such
termination with respect to all remaining unvested options. Under the terms of the Usman Employment Agreement, the definition of “constructive termination” has been amended to include any relocations of the principal place for performance
of Dr. Usman’s duties to a location that is more than thirty (30) miles from his then current principal business location.
The Usman
Employment Agreement further provides that in the event that Dr. Usman’s employment with the Company is terminated due to his death or “disability” (as defined in the Plan), the vested portion of any option grant may be exercised
within the one-year period following such termination.
A copy of the Usman Employment Agreement is filed as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated by reference herein.
Amended and Restated Employment Agreement with Mr. Payne
In accordance with Mr. Payne’s amended and restated employment agreement (the “Payne Employment Agreement”), Mr. Payne is entitled to
receive an annual base salary of $335,244, subject to review in 2018. Mr. Payne will also have the opportunity to earn an annual performance-based bonus of up to thirty-five percent (35%) of his annual salary. Further, Mr. Payne is
eligible to receive stock option or other equity compensation as determined from time to time by the Compensation Committee of the Board.
The Payne Employment Agreement provides that either party may terminate the agreement for any reason or no
reason. In addition, the agreement provides that if the Company terminates Mr. Payne’s employment without “cause” (as defined in the Payne Employment Agreement ) or “constructively terminates” (as defined in the Payne
Employment Agreement ) his employment before a “change of control” (as defined in the Plan), Mr. Payne will be eligible to receive the following:
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severance payments, equal to the rate of base salary he is receiving at the time of such termination for a period of six months; and
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accelerated vesting of the number of shares of common stock subject to options he holds that would otherwise have vested as of the date six months after the effective date of his termination.
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In addition, the Payne Employment Agreement provides that if Mr. Payne’s employment is terminated without “cause” or as a result of
“constructive termination,” in each case after a “change of control,” he shall be entitled to receive (i) continued payment of his base salary for nine months and (ii) accelerated vesting as of the time of such
termination with respect to all remaining unvested options. Under the terms of the Payne Employment Agreement, the definition of “constructive termination” has been amended to include any relocations of the principal place for performance
of Mr. Payne’s duties to a location that is more than thirty (30) miles from his then current principal business location.
The Payne
Employment Agreement further provides that in the event that Mr. Payne’s employment with the Company is terminated due to his death or “disability” (as defined in the Plan), the vested portion of any option grant may be exercised
within the one-year period following such termination.
A copy of the Payne Employment Agreement is filed as Exhibit 10.2 to this Current Report on Form
8-K and is incorporated by reference herein.