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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Departure of President and Chief Executive Officer; Appointment of Vipin K. Garg
as President and Chief Executive Officer
As previously disclosed, on October 16, 2018, William J. Enright notified the Board of
Directors (the Board) of Altimmune, Inc. (the Company) of his intention to resign as President and Chief Executive Officer of the Company, and as a member of the Board, effective upon the appointment of his successor as
President and Chief Executive Officer of the Company. On November 27, 2018, the Company announced via press release the appointment of Vipin K. Garg to serve as the Companys President and Chief Executive Officer, effective as of
November 30, 2018. The Board has also appointed Dr. Garg to serve as a director of the Company, and Dr. Garg will join the Board on November 30, 2018.
A copy of the press release of the Company announcing Dr. Gargs appointment is attached to this Report as Exhibit 99.1.
Dr. Garg, 61, previously served as President and CEO of Neos Therapeutics, Inc. (Neos) from October 2013 to June 2018. Prior to
his service at Neos, Dr. Garg served as President and CEO of Tranzyme Pharma, Inc. (Tranzyme) (acquired by Ocera Therapeutics, Inc.) from October 2001 to June 2013. Prior to joining Tranzyme, Dr. Garg served as Chief Operating
Officer of Apex Bioscience, Inc. (acquired by Curacyte AG of Munich, Germany), and held senior management positions at DNX
Bio-Therapeutics,
Inc. until its acquisition by Baxter Healthcare Corporation,
Sunovion Pharmaceuticals, Inc. (formerly known as Sepracor Inc., now a subsidiary of Sumitomo Dainippon Pharma), and
Bio-Response
Inc. (acquired by Baxter Healthcare Corporation). Dr. Garg received his
Ph.D. in Biochemistry in 1982 from the University of Adelaide, Australia, and his M.S. in Biochemistry and Molecular Biology from IARI Nuclear Research Laboratory, New Delhi, India in 1978.
Employment Agreement with Dr. Garg
On November 16, 2018, the Company entered into an employment agreement with Dr. Garg in connection with his employment as the
President and Chief Executive Officer of the Company (the Employment Agreement). Pursuant to the Employment Agreement, Dr. Garg will commence employment with the Company on November 30, 2018.
Under the Employment Agreement, Dr. Garg will receive a base salary of $500,000 and, commencing on or after January 1, 2019, will be
eligible to receive an annual discretionary incentive bonus of up to 55% of his base salary based on achievement of performance goals established by the Compensation Committee. In addition, subject to Dr. Gargs commencement of employment
on November 30, 2018, Dr. Garg will receive a lump sum cash signing bonus of $100,000, which will be subject to claw-back if Dr. Gargs employment with the Company terminates for any reason other than by the Company without cause
or by Dr. Garg for good reason on or prior to November 30, 2019.
Dr. Garg will be eligible to participate in the
Companys employee benefit plans made available to its similarly situated senior executives. In addition, the Company will pay the premium costs for a term life insurance policy for Dr. Garg with a benefit equal to Dr. Gargs
base salary and for short- and long-term disability plans that provide for an annual benefit of at least 60% of Dr. Gargs base salary for as long as the disability continues. In addition, during the term of Dr. Gargs
employment, so long as Dr. Gargs primary residence is located within 50 miles of his current residence in North Carolina, the Company will reimburse Dr. Garg an amount not to exceed $36,000 during any
12-month
period to cover Dr. Gargs commuting expenses, which amount will be grossed up for taxes. During the term of Dr. Gargs employment, and subject to applicable securities laws or
listing standards, the Company will use its best efforts to cause Dr. Garg to be nominated for election as a member of the Companys board of directors at each annual meeting of stockholders at which Dr. Garg is up for election.
Pursuant to the Employment Agreement, subject to the approval of the Compensation Committee, Dr. Garg is entitled to the following
equity-based awards:
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A grant, pursuant to the Companys 2017 Omnibus Incentive Plan, of an incentive stock option (the
Incentive Stock Option) to purchase a number of shares of the Companys common stock with a grant-date fair value of $400,000, determined by dividing such grant-date fair value by the last reported sale price of the Companys
common stock on the date of grant of such award (the Grant Date), rounded down to the nearest whole share. The Incentive Stock Option will have an exercise price equal to the last reported sale price of the Companys
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