Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
April 11, 2018, Corbus Pharmaceuticals Holdings, Inc. (the “Company”) entered into amended and restated employment
agreements (the “Employment Agreements”) with certain of the Company’s executive officers, Yuval Cohen, Ph.D.,
Chief Executive Officer; Mark Tepper, Ph.D., President and Chief Scientific Officer; Barbara White, M.D., Chief Medical Officer;
and Sean Moran, Chief Financial Officer.
On
April 11, 2018, the Company entered an amended and restated employment agreement with Dr. Cohen, which is effective for a period
of two years. Dr. Cohen’s employment agreement provides for him to serve as Chief Executive Officer and provides for an
annual base salary of $540,000. In addition, Dr. Cohen is eligible to receive an annual bonus, which is targeted at up to 55%
of his base salary but which may be adjusted by the Company’s Board of Directors (the “Board”) based on his
individual performance and the Company’s 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 the Company’s existing equity incentive plan, or any
other equity incentive plan the Company may adopt in the future, and the terms and conditions of such awards, if any, will be
determined by the Board or the Compensation Committee of the Board (the “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. In addition, the employment agreement contains customary confidentiality
and assignment of inventions provisions. If the Company terminates 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 (as
defined below), the Company is required to pay him as severance twelve months of his base salary plus 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 and continuing
compliance with covenants. If the Company terminates 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”), the Company is required
to pay him as severance twenty-four (24) months of his base salary plus 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 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 the Company or his subsequent termination of employment.
The term of Dr. Cohen’s employment agreement expires on April 11, 2020.
On
April 11, 2018, the Company entered an amended and restated employment agreement with Dr. Tepper, which is effective for a period
of two years. Dr. Tepper’s employment agreement provides for him to serve as President and Chief Scientific Officer and
provides for an annual base salary of $390,000. In addition, Dr. Tepper is eligible to receive an annual bonus, which is targeted
at up to 45% of his base salary but which may be adjusted by the Board based on his individual performance and the Company’s
performance as a whole. Pursuant to the terms of the employment agreement, Dr. Tepper is eligible to receive, from time to time,
equity awards under the Company’s existing equity incentive plan, or any other equity incentive plan the Company may adopt
in the future, and the terms and conditions of such awards, if any, will be determined by the Board or the Compensation Committee,
in their discretion. Dr. Tepper 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. In addition, the employment agreement contains
customary confidentiality and assignment of inventions provisions. If the Company terminates Dr. Tepper’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, the Company is required to pay him as severance twelve months of his base salary plus 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 and continuing
compliance with covenants. If the Company terminates Dr. Tepper’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, the Company is required
to pay him as severance eighteen (18) months of his base salary plus 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 and continuing compliance with covenants. Dr. Tepper’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 the Company or his subsequent termination of employment. The term of Dr. Tepper’s
employment agreement expires on April 11, 2020.
On
April 11, 2018, the Company entered an 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 $424,000. In addition, Dr. White is eligible to receive an annual bonus, which is targeted
at up to 40% of her base salary which may be adjusted by the Board based on her individual performance and the Company’s
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 the
Company’s existing equity incentive plan, or any other equity incentive plan the Company may adopt in the future, and the
terms and conditions of such awards, if any, will be determined by the Board or the 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. In addition, the employment agreement contains customary confidentiality
and assignment of inventions provisions. If the Company terminates 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, the
Company is required to pay her as severance twelve months of her base salary plus 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 and continuing compliance with
covenants. If the Company terminates 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, the Company is required to pay her as severance
eighteen (18) months of her base salary plus 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 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 the Company or her subsequent termination of employment. The term of Dr. White’s employment agreement
expires on April 11, 2020.
On
April 11, 2018, the Company entered an 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 $375,000. 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 the Board based on his individual performance and the Company’s
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 the Company’s existing equity incentive plan, or any other equity incentive plan the Company may adopt
in the future, and the terms and conditions of such awards, if any, will be determined by the Board or the 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. In addition, the employment agreement contains customary
confidentiality and assignment of inventions provisions. If the Company terminates 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, the Company is required to pay him as severance twelve months of his base salary plus 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 and continuing compliance with
covenants. If the Company terminates 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, the Company is required to pay him as severance
eighteen (18) months of his base salary plus 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 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 the Company or his subsequent termination of employment. The term of 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. Copies of each
of the Employment Agreements are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on
Form 8-K and is incorporated herein by reference.