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.
(b) Resignation of Officer
Effective March 31, 2019, Ann A. Rosar, our current Vice President of Finance and Secretary of the Company is going into retirement. Ms. Rosar will assist the Company through year-end to transition the role. Ms. Rosars resignation is not a result of any disagreement with the Companys independent auditors or any member of management on any matter of accounting principles or practices, financial statement disclosure or internal controls. Ms. Rosars compensation will continue unchanged during the period prior to her retirement.
On March 7, 2019, Ms. Rosar entered into an Agreement (the Rosar Agreement) with the Company pursuant to which, among other things, she will be retained as a consultant to the Company, effective as of April 30, 2019. In consideration of her continued services as a consultant, Ms. Rosar will be paid her current monthly compensation for services performed for the month of April, an hourly rate thereafter for providing consulting services, will receive payment for unused paid time off and all vested options at the expiration of her provision of services will terminate five years from the date of grant (subject to her execution of a general release). In addition, Ms. Rosar will enter into the Companys standard form of invention assignment agreement.
The foregoing description of the Rosar Agreement is qualified in its entirety by reference to the complete terms and conditions of the Rosar Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
(c) Appointment of Officer
Effective April 1, 2019, following Ms. Rosars resignation, the Company will appoint Robert J. Jakobs to serve as the Companys Vice President of Finance and Secretary. Mr. Jakobs joined the Company on March 4, 2019 as Controller.
Mr. Jakobs, age 64, most recently served as Vice President Accounting and Finance of Anutra Medical, Inc. from 2014 to February 2019. Prior to that, he served as an Independent Chief Financial Officer/Controller Partner at Rankin McKenzie Partners from 2012 through 2014. Mr. Jakobs also served as Senior Director Accounting and Finance at Icagen, Inc. from 1996 through 2012. In addition, Mr. Jakobs served as Corporate Controller of Sphinx Pharmaceuticals, a publicly traded biotechnology company that was acquired by Eli Lilly, and worked in various accounting positions in the chemical and equipment manufacturing companies.
Mr. Jakobs has no family relationships with any of our directors or executive officers. There are no related party transactions between the Company and Mr. Jakobs.
(e) Compensatory Plan
Pursuant to the Companys offer letter with Mr. Jakobs (the Offer Letter), Mr. Jakobs will be entitled to an annual base salary of $220,000 and is eligible to receive an annual bonus of up to 20% of his annual salary. In addition, the Companys management will recommend to the Compensation Committee of the Companys Board of Directors that Mr. Jakobs be granted pursuant to the Companys equity incentive plan an aggregate of 75,000 incentive stock options to purchase shares of common stock that will vest pro rata over four (4) years and be exercisable at a price per share equal to the fair market value of the Companys common stock on the date of the grant. Mr. Jakobs will also be eligible for other benefits consistent with those received by our other executives.
The foregoing description of the Offer Letter is qualified in its entirety by reference to the complete terms and conditions of the Offer Letter, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.