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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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On December 13, 2017,
BioLife Solutions, Inc. (the “Company”) entered into new employment agreements with Michael Rice, Aby J. Mathew, Ph.D.,
Roderick de Greef, Karen Foster, Todd Bernard and James Mathers, each to continue to serve in their respective roles with the
Company (collectively, the “Employment Agreements”). The Employment Agreements, which are effective as of January
1, 2018, are not for a definite time period, but rather, will continue until terminated in accordance with their respective terms.
Pursuant to the Employment Agreements, the executive officers will earn the following base salaries: Mr. Rice will earn $450,000
per year, Mr. Mathew will earn $365,000 per year, Mr. de Greef will earn $350,000 per year, Ms. Foster will earn $310,000 per
year, Mr. Bernard will earn $230,000 per year and Mr. Mathers will earn $220,000 per year plus a sales commission of 0.75% of
net revenue. In addition to their base salaries, each of the executive officers will be entitled to a cash bonus at the discretion
of the Company’s Board of Directors, triggered upon the attainment by the Company of certain performance based objectives.
Upon termination without
“Cause” (other than by reason of death or disability) or resignation for “Good Reason,” the executive
officers will receive the following severance payments:
Mr. Rice will be entitled
to a lump sum payment equal to 12 months’ salary and an amount equal to the cost of 12 months’ medical insurance premiums
at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up with respect
to such premiums; provided that if Mr. Rice’s employment is terminated without “Cause” upon or within 90 days
following a “Change in Control,” Mr. Rice is entitled to a lump sum payment equal to 24 months’ salary and an
amount equal to the cost of 24 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage
in effect as of the termination date, plus a tax gross-up with respect to such premiums.
Mr. Mathew will be
entitled to a lump sum payment equal to 12 months’ salary and an amount equal to the cost of 12 months’ medical insurance
premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up with
respect to such premiums; provided that if Mr. Mathew’s employment is terminated without “Cause” upon or within
90 days following a “Change in Control,” Mr. Mathew is entitled to a lump sum payment equal to 12 months’ salary
and an amount equal to the cost of 12 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA
coverage in effect as of the termination date, plus a tax gross-up with respect to such premiums.
Mr. de Greef will
be entitled to a lump sum payment equal to 12 months’ salary and an amount equal to the cost of 12 months’ medical
insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax
gross-up with respect to such premiums; provided that if Mr. de Greef’s employment is terminated without “Cause”
upon or within 90 days following a “Change in Control,” Mr. de Greef is entitled to a lump sum payment equal to 18
months’ salary and an amount equal to the cost of 18 months’ medical insurance premiums at a monthly amount equal
to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up with respect to such premiums.
Ms. Foster will be
entitled to a lump sum payment equal to 6 months’ salary and an amount equal to the cost of 6 months’ medical insurance
premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up with
respect to such premiums; provided that if Ms. Foster’s employment is terminated without “Cause” upon or within
90 days following a “Change in Control,” Ms. Foster is entitled to a lump sum payment equal to 12 months’ salary
and an amount equal to the cost of 12 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA
coverage in effect as of the termination date, plus a tax gross-up with respect to such premiums.
Mr. Bernard will be
entitled to a lump sum payment equal to 6 months’ salary and an amount equal to the cost of 6 months’ medical insurance
premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up with
respect to such premiums; provided that if Mr. Bernard’s employment is terminated without “Cause” upon or within
90 days following a “Change in Control,” Mr. Bernard is entitled to a lump sum payment equal to 6 months’ salary
and an amount equal to the cost of 6 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA
coverage in effect as of the termination date, plus a tax gross-up with respect to such premiums.
Mr. Mathers will
be entitled to a lump sum payment equal to 6 months’ salary and an amount equal to the cost of 6 months’ medical insurance
premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up with
respect to such premiums; provided that if Mr. Mathers’ employment is terminated without “Cause” upon or within
90 days following a “Change in Control,” Mr. Mathers is entitled to a lump sum payment equal to 6 months’ salary
and an amount equal to the cost of 6 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA
coverage in effect as of the termination date, plus a tax gross-up with respect to such premiums.
In addition to the
foregoing, any outstanding unvested securities of the executive officers will vest in the case of death, disability, termination
without “Cause” or resignation for “Good Reason.”
The Employment Agreements
each contain a covenant of the executive officer not to compete with the Company or solicit the Company’s employees, customers
or suppliers for a period of one year after the date of termination.
The foregoing summary
of the Employment Agreement is qualified in its entirety by reference to the text of the Employment Agreements, copies of which
will be attached as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.