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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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In addition, as part of the restructuring described above, on
September 20, 2019, David T. Hagerty, M.D. announced his intention to resign as Executive Vice President, Clinical Development of the Company. Dr. Hagerty’s resignation will be effective September 30, 2019, and he will continue
to serve as Executive Vice President, Clinical Development until that date.
Pursuant to his employment agreement with the Company,
Dr. Hagerty will be eligible to receive the following severance benefits, subject to his execution of a general release of claims (the “Separation Agreement”): (1) his fully earned but unpaid base salary through the date of
termination at the rate then in effect, plus all other amounts under any compensation plan or practice to which he is entitled; (2) a lump sum cash payment in the amount of $427,310; (3) continuation of health benefits for a period of 12 months
following the date of termination; and (4) the automatic acceleration of the vesting and exercisability of outstanding unvested stock awards as to the number of stock awards that would have vested over the
12-month period following his last day of employment had Dr. Hagerty remained continuously employed by us during such period.
The foregoing descriptions of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Separation Agreement, which will be filed by the Company as an exhibit to its Annual Report on Form 10-K for the year ended December 31, 2019.
***
This Current Report on Form
8-K contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this
Current Report on Form 8-K are forward-looking statements, including statements regarding: the impact of the restructuring plan on the Company’s resources; and the amount of the expected personnel-related
restructuring charge and the timing thereof. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,”
“could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms
or other similar expressions. These forward-looking statements speak only as of the date of this Current Report on Form 8-K and are subject to a number of risks, uncertainties and assumptions, including: the
impact of the restructuring plan on the Company’s business; unanticipated charges and expenses not currently contemplated that may occur as a result of the restructuring plan; the risk that the Company may not realize the benefits expected from
such restructuring plan; the Company’s ability to conserve cash; and those risks described in the Company’s periodic reports it files with the Securities and Exchange Commission. The events and circumstances reflected in the Company’s
forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, the Company does not plan to publicly update or revise
any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.