termination), (iv) payment of the employer-portion of COBRA premiums during the applicable severance period (or until Mr. Bourne becomes eligible to receive health benefits as a result of subsequent employment or service during the severance period, if earlier), and (v) outplacement services up to a maximum cost of $25,000. Mr. Bourne’s employment agreement provides a Section 280G partial clawback, in which he is entitled to receive the greater of (a) the best net after-tax amount of any payments that are “parachute payments” under Section 280G of the Code and (b) the amount of parachute payments he would be entitled to receive if they were reduced to an amount equal to 2.99 times his “base amount” (as defined in the employment agreement). Mr. Bourne’s employment agreement also contains certain restrictive covenants, including a 12-month non-competition, a 12-month non-solicitation, and confidentiality covenants.
Mr. Bourne is also eligible to receive equity awards under Clarus’ equity compensation plans.
Mr. Bourne has also previously entered into Clarus’ standard form of officer indemnification agreement (filed as Exhibit 10.3 to Clarus’ current report on Form 8-K filed on September 15, 2021), which requires Clarus to indemnify its officers for certain expenses incurred by an officer in any action or proceeding arising out of his or her services as one of Clarus’ officers or any other company or enterprise to which the person provides services at Clarus’ request.
The foregoing description of Mr. Bourne’s employment agreement is not complete and is qualified in its entirety by reference to the full text of such agreement a copy of which is filed herewith as Exhibit 10.1, and is incorporated by reference herein.
Forward-Looking Statements
This current report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this report are forward-looking statements, including statements regarding Clarus’ reduction in force plan and the estimated charges resulting therefrom, the postponement of any non-essential research and development activities, and Clarus’ executive officer transitions, among others. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in, or implied by, such forward-looking statements. These risks and uncertainties include, but are not limited to, risks associated with Clarus’ ability to realize the cost savings from the strategic realignment, risks associated with pharmaceutical development and Clarus’ financial position, and those factors described under the heading “Risk Factors” in Clarus’ annual report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission, or the SEC, on March 31, 2022, and those that are included in any of Clarus’ future filings with the SEC. Some of these risks and uncertainties may in the future be amplified by the ongoing COVID-19 pandemic and there may be additional risks that Clarus considers immaterial, or which are unknown. It is not possible to predict or identify all such risks. Clarus’ forward-looking statements only speak as of the date they are made, and Clarus does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.