Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
The
Compensation Committee of Corbus Pharmaceuticals Holdings, Inc. (the “Company”) approved certain amended and restated
employment agreements (the “Employment Agreements”), effective April 11, 2020, with certain of the Company’s
executive officers: Yuval Cohen, Ph.D., Chief Executive Officer; Barbara White, M.D., Chief Medical Officer; and Sean Moran, Chief
Financial Officer.
Effective
April 11, 2020, the Company will enter into a second amended and restated employment agreement with Dr. Cohen, which is effective
for a period of two years from the date thereof. Dr. Cohen’s employment agreement provides for him to serve as Chief Executive
Officer and provides for an annual base salary of $559,000. In addition, Dr. Cohen is eligible to receive an annual bonus, which
is targeted at up to 60% of his base salary but which may be adjusted by our Board of Directors (“Board”) based on
his individual performance and our performance as a whole. Pursuant to the terms of the employment agreement, Dr. Cohen is eligible
to receive, from time to time, equity awards under our existing equity incentive plan, or any other equity incentive plan we may
adopt in the future, and the terms and conditions of such awards, if any, will be determined by our Board or Compensation Committee,
in their discretion. Dr. Cohen is subject to non-compete and non-solicitation provisions, which apply during the term of his employment
and for a period of twelve months following termination of his employment, subject to the Company providing as severance (if we
terminate Dr. Cohen’s employment without cause or he terminates his employment for good reason during the term of his employment
agreement) twelve months of his base salary, other than during the Change in Control Period (as defined below), in which case
it will be increased to twenty-four (24) months. In addition, the employment agreement contains customary confidentiality and
assignment of inventions provisions. If we terminate Dr. Cohen’s employment without cause or he terminates his employment
for good reason during the term of his employment agreement, other than during the Change in Control Period, we are required to
provide as severance reimbursement of the cost of COBRA coverage (or the cost of other comparable coverage if COBRA reimbursement
would incur tax penalties or violate the law) for twelve months, and he may be paid a pro-rated bonus, each subject to his timely
execution of a general release, which will include a non-compete covenant, and continuing compliance with covenants. If we terminate
Dr. Cohen’s employment without cause or he terminates his employment for good reason during the term of the employment agreement,
and within the three months immediately prior to a change in control or the twelve months immediately following a change in control
(the “Change in Control Period”), we are required to provide as severance reimbursement of the cost of COBRA coverage
(or the cost of other comparable coverage if COBRA reimbursement would incur tax penalties or violate the law) for twenty-four
(24) months, accelerated vesting of all of his outstanding options, restricted stock and other equity incentive awards and his
current year bonus at two (2) times target levels, each subject to his timely execution of a general release which will include
a non-compete covenant, and continuing compliance with covenants. Dr. Cohen’s severance payments and other applicable payments
and benefits will be subject to reduction to the extent doing so would put him in a better after-tax position after taking into
account any excise tax he may incur under Internal Revenue Code Section 4999 in connection with any change in control of us or
his subsequent termination of employment. Dr. Cohen’s employment agreement expires on April 11, 2022.
Effective
April 11, 2020, the Company will enter into a second amended and restated employment agreement with Dr. White, which is effective
for a period of two years from the date thereof. Dr. White’s employment agreement provides for her to serve as Chief Medical
Officer and provides for an annual base salary of $439,000. In addition, Dr. White is eligible to receive an annual bonus, which
is targeted at up to 40% of her base salary but which may be adjusted by our Board based on her individual performance and our
performance as a whole. Dr. White’s annual base salary and her targeted annual bonus may be adjusted annually by the Board.
Pursuant to the terms of the employment agreement, Dr. White is eligible to receive, from time to time, equity awards under our
existing equity incentive plan, or any other equity incentive plan we may adopt in the future, and the terms and conditions of
such awards, if any, will be determined by our Board or Compensation Committee, in their discretion. Dr. White is subject to non-compete
and non-solicitation provisions, which apply during the term of her employment and for a period of twelve months following termination
of her employment subject to the Company providing as severance (if we terminate Dr. White’s employment without cause or
she terminates her employment for good reason during the term of his employment agreement) twelve months of her base salary, other
than during the Change in Control Period , in which case it will be increased to eighteen (18) months. In addition, the employment
agreement contains customary confidentiality and assignment of inventions provisions. If we terminate Dr. White’s employment
without cause or she terminates her employment for good reason during the term of the employment agreement, other than during
the Change in Control Period, we are required to pay her as severance reimbursement of the cost of COBRA coverage (or the cost
of other comparable coverage if COBRA reimbursement would incur tax penalties or violate the law) for twelve months, and she may
be paid a pro-rated bonus, each subject to her timely execution of a general release, which will include a non-compete covenant,
and continuing compliance with covenants. If we terminate Dr. White’s employment without cause or she terminates her employment
for good reason during the term of the employment agreement, and during the Change in Control Period, we are required to pay her
as severance reimbursement of the cost of COBRA coverage (or the cost of other comparable coverage if COBRA reimbursement would
incur tax penalties or violate the law) for eighteen (18) months, accelerated vesting of all of her outstanding options, restricted
stock and other equity incentive awards and her current year bonus at target levels, each subject to her timely execution of a
general release, which will include a non-compete covenant, and continuing compliance with covenants. Dr. White’s severance
payments and other applicable payments and benefits will be subject to reduction to the extent doing so would put her in a better
after-tax position after taking into account any excise tax she may incur under Internal Revenue Code Section 4999 in connection
with any change in control of us or her subsequent termination of employment. Dr. White’s employment agreement expires on
April 11, 2022.
Effective
April 11, 2020, the Company will enter into a third amended and restated employment agreement with Mr. Moran, which is effective
for a period of two years from the date thereof. Mr. Moran’s employment agreement provides for him to serve as Chief Financial
Officer and provides for an annual base salary of $400,000. In addition, Mr. Moran is eligible to receive an annual bonus, which
is targeted at up to 40% of his base salary but which may be adjusted by our Board based on his individual performance and our
performance as a whole. Pursuant to the terms of the employment agreement, Mr. Moran is eligible to receive, from time to time,
equity awards under our existing equity incentive plan, or any other equity incentive plan we may adopt in the future, and the
terms and conditions of such awards, if any, will be determined by our Board or Compensation Committee, in their discretion. Mr.
Moran is subject to non-compete and non-solicitation provisions, which apply during the term of his employment and for a period
of twelve months following termination of his employment subject to the Company providing as severance (if we terminate Mr. Moran’s
employment without cause or he terminates his employment for good reason during the term of his employment agreement) twelve months
of his base salary, other than during the Change in Control Period, in which case it will be increased to eighteen (18) months.
In addition, the employment agreement contains customary confidentiality and assignment of inventions provisions. If we terminate
Mr. Moran’s employment without cause or he terminates his employment for good reason during the term of his employment agreement,
other than during the Change in Control Period, we are required to pay him as severance reimbursement of the cost of COBRA (or
the cost of other comparable coverage if COBRA reimbursement would incur tax penalties or violate the law) for twelve months,
and he may be paid a pro-rated bonus, each subject to his timely execution of a general release, which will include a non-compete
covenant, and continuing compliance with covenants. If we terminate Mr. Moran’s employment without cause or he terminates
his employment for good reason during the term of the employment agreement, and during the Change in Control Period, we are required
to pay him as severance reimbursement of the cost of COBRA coverage (or the cost of other comparable coverage if COBRA reimbursement
would incur tax penalties or violate the law) for eighteen (18) months, accelerated vesting of all of his outstanding options,
restricted stock and other equity incentive awards and his current year bonus at target levels, each subject to his timely execution
of a general release, which will include a non-compete covenant, and continuing compliance with covenants. Mr. Moran’s severance
payments and other applicable payments and benefits will be subject to reduction to the extent doing so would put him in a better
after-tax position after taking into account any excise tax he may incur under Internal Revenue Code Section 4999 in connection
with any change in control of us or his subsequent termination of employment. Mr. Moran’s employment agreement expires on
April 11, 2020.
The
foregoing is a summary of the material terms of the Employment Agreements and does not purport to be complete. Forms of
each of the Employment Agreements are attached as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form
8-K and are incorporated herein by reference.