I
tem 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
.
(b) On March 15, 2019, ArQule, Inc. (the
“Company”) announced that Robert J. Weiskopf, the Company’s Senior Vice President, Chief Financial Officer, Treasurer
and Principal Accounting Officer, will retire from the Company effective March 29, 2019. In connection with Mr. Weiskopf’s
retirement, the Company entered into a separation agreement with Mr. Weiskopf that provides for certain benefits to Mr. Weiskopf,
including (i) continued payment of base salary for an additional 12 months plus eligibility to receive a 2019 bonus at a pro-rated
amount, (ii) continued participation in the Company’s medical and dental benefits for an additional 12 months and (iii) full
vesting of outstanding stock options and a two-year period to exercise outstanding options (subject to earlier expiration). The
separation agreement contains customary confidentiality provisions and a release of claims.
The foregoing description of the separation
agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the separation agreement,
a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2019.
(c) In connection with Mr. Weiskopf’s
retirement, the Company’s Board of Directors appointed Marc Schegerin, M.D., as the Company Chief Financial Officer, effective
March 29, 2019. Dr. Schegerin currently serves as the Company’s Senior Vice President, Head of Strategy, Finance and Communication,
a position he has held since May 2018. Prior to joining the Company, Dr. Schegerin served from June 2016 to April 2018 as a Healthcare
Investment Banking Director at Citigroup and from August 2014 to June 2016 as a Vice President, Healthcare Investment Banking at
Merrill Lynch. From November 2013 to July 2014, Dr. Schegerin served as a Senior Director, Program Executive at Sage Therapeutics.
Earlier in his career Dr. Schegerin held various positions at Goldman Sachs and Biogen. Dr. Schegerin received a B.S. from Tulane
University, an M.D. from Dartmouth Medical School and an M.B.A. from the Tuck School of Business at Dartmouth College.
In addition, in connection with Mr. Weiskopf’s
retirement, the Company’s Board of Directors appointed Blaine Schamber as the Company’s Principal Accounting Officer,
effective March 29, 2018. Mr. Schamber currently serves as the Company’s corporate controller, a position he has held since
May 2015, and served as the company’s assistant controller from 2007 until May 2016. Earlier in his career Mr. Schamber held
various finance and accounting positions at AltaRex Corporation, Biomira, Deloitte and the Canadian Imperial Bank of Commerce.
Mr. Schamber is a registered CPA and received his MBA and BSc (biochemistry) from the University of Alberta.
(e) On March 12, 2019, the Company’s
Compensation, Nominating and Governance Committee approved an extension of the expiration dates of the employment agreements for
each of Paolo Pucci, the Company’s Chief Executive Officer, Peter Lawrence, the Company’s President and Chief Operating
Officer and Brian Schwartz, the Company’s Chief Medical Officer. Upon execution of an amendment to each employment agreement,
the respective expiration dates will be extended until March 31, 2022. Apart from this extension of the term, no other changes
are being made to any of the employment agreements. Copies of the amendments will be filed as exhibits to the Company’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2019.