Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
On
April 23, 2018, the Board of Directors of Advaxis, Inc. (“Advaxis” or the “Company”) announced that it
had appointed Kenneth A. Berlin as President and Chief Executive Officer of the Company, effective April 23, 2018. The Board also
increased the size of the Board to six directors as of April 23, 2018, and has appointed Mr. Berlin to fill the vacancy created
as of such date.
Mr.
Berlin, 53, joins Advaxis from Rosetta Genomics, where since 2009 he was President and Chief Executive Officer. Prior to Rosetta
Genomics, Mr. Berlin was Worldwide General Manager at cellular and molecular cancer diagnostics developer Veridex, LLC, a Johnson
& Johnson company. Mr. Berlin joined Johnson & Johnson in 1994, and served as corporate counsel for six years. He led
and participated on the legal team that oversaw several mergers, acquisitions, divestitures and commercial transactions. He then
held positions of increasing responsibility within Johnson & Johnson and a number of its subsidiary companies. From 2001 until
2004 he served as Vice President, Licensing and New Business Development in the pharmaceuticals group, and from 2004 until 2007
served as Worldwide Vice President, Franchise Development, Ortho-Clinical Diagnostics.
The
Company and Mr. Berlin entered into an Employment Agreement (the “Employment Agreement”) effective as of April 23,
2018, pursuant to which Mr. Berlin’s base salary will be $520,000 per year, and he will have the opportunity to earn annual
incentive awards targeted at 55% of his base salary (prorated for fiscal year 2018). Mr. Berlin will also receive a one-time,
sign-on bonus of $150,000, which is repayable on a pro rata basis if Mr. Berlin’s employment is terminated by the Company
for Cause or by Mr. Berlin without Good Reason (as such terms are defined in the Employment Agreement) prior to April 23, 2019.
Mr. Berlin will also have the opportunity to earn a special bonus in the amount of $150,000, based on the Company completing a
financing transaction or in the event of a change in control of the Company. In addition, Mr. Berlin received one-time equity
awards consisting of 750,000 stock options and 250,000 restricted stock units. Berlin will be eligible to participate in the Company’s
group health insurance plan and other benefit plans applicable to the Company’s senior executives.
Pursuant
to the Employment Agreement, if the Company terminates Mr. Berlin’s employment without Just Cause or if he resigns his employment
for Good Reason, Mr. Berlin will be entitled to 12 months of continued salary, a pro rata bonus, continued health benefits at
active-employee rates for 12 months, and full vesting of outstanding equity awards. If the Company terminates Mr. Berlin’s
employment without Just Cause or if he resigns his employment for Good Reason within three months prior to or 18 months after
a change in control of the Company, Mr. Berlin will be entitled to a lump sum payment equal to 1.75 times the sum of his base
salary and target bonus, a pro rata bonus, continued health benefits at active-employee rates for 21 months, and full vesting
of outstanding equity awards. The foregoing description of the Employment Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of this document, which is filed hereto as Exhibit 10.1, and is incorporated herein
by reference.
No
family relationships exist between Mr. Berlin and any of the Company’s directors or other executive officers. There are
no arrangements between Mr. Berlin and any other person pursuant to which Mr. Berlin was selected as an officer or director, nor
are there any transactions to which the Company is or was a participant and in which Mr. Berlin has a material interest subject
to disclosure under Item 404(a) of Regulation S-K.
In
connection with Mr. Berlin’s appointment as President and Chief Executive Officer, the Company announced that Anthony Lombardo
is stepping down as Interim Chief Executive Officer effective as of April 23, 2018, but will remain employed by the Company for
a period of time.
The
Company and Mr. Lombardo have entered into a separation agreement (the “Lombardo Separation Agreement”), pursuant
to which Mr. Lombardo will receive: (i) cash payments in a total gross amount of $355,000, payable in a lump sum, (ii) continued
coverage under the Company group medical plan benefits for 12 months at active-employee rates, and (iii) full vesting of his outstanding
equity. The foregoing description of the Lombardo Separation Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of this document, which is filed hereto as Exhibit 10.2, and is incorporated herein by
reference.
On
April 23, 2018, the Company also announced that Sara Bonstein, has resigned as Executive Vice President and Chief Financial Officer,
effective April 30, 2018.
In
connection with Ms. Bonstein’s departure, the Company and Ms. Bonstein have entered into a separation agreement (the “Bonstein
Separation Agreement”), pursuant to which Ms. Bonstein will receive: (i) cash payments in a total gross amount of $150,000,
payable in a lump sum, (ii) continued coverage under the Company group medical plan benefits for 12 months at active-employee
rates, and (iii) full vesting of her outstanding restricted stock units. The foregoing description of the
Bonstein
Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of
this document, which is filed hereto as Exhibit 10.3, and is incorporated herein by reference.