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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(b)
On April 27, 2018,
Edge Therapeutics, Inc. (“Edge”)
determined that each of Daniel Brennan’s, R. Loch Macdonald’s and Albert N. Marchio II’s employment with Edge would terminate, effective on May 15, 2018, May 15, 2018 and September 30, 2018, respectively. Mr. Brennan, Dr. Macdonald and Mr. Marchio currently serve as Edge’s Chief Operating Officer, Chief Scientific Officer and Chief Accounting and Administrative Officer, respectively.
(e)
On April 27, 2018, in connection with the subsequent announcement by Edge of the determination by the Board of Directors of Edge to review strategic alternatives and to streamline its operations, the Compensation Committee of the Board of Directors (the “Compensation Committee”) approved certain retention compensation, which consists of grants to the executive officers named below (the “Executive Officers”) of Edge
of certain stock options (the “Options”) and Restricted Stock Units (“RSU”) under the Edge 2014 Equity Incentive Plan (the “Plan”) and cash compensation (the “Cash Compensation”)
. Grants of the Options, RSUs and Cash Compensation to the Executive Officers were granted in the following amounts:
Recipient
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Title
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Shares with a Grant Date of June 15, 2018
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Shares with a Grant Date of August 14, 2018
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Cash Compensation
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Brian A. Leuthner
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President and Chief Executive Officer
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299,000
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208,100
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$318,000
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Andrew Saik
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Chief Financial Officer
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147,000
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102,000
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$166,500
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Herbert J. Faleck
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Chief Medical Officer
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106,000
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73,500
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$187,200
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One-third of the total shares granted to each Executive Officer as indicated above shall be allocated as RSUs.
The Options will have an exercise price equal to the closing price of Edge common stock, par value $0.00033 per share, on the applicable Grant Date.
All Options and RSUs shall vest upon the earliest to occur, for any Executive Officer, of (i) the termination, other than for Cause (as such term is defined in the Plan), of such Executive Officer by Edge, (ii) the consummation of a strategic transaction arising out of the strategic review referred to above and (iii) the one-year anniversary of the grant date (the “Vesting Date”). The exercise period for the Options shall be at any time until the three-year anniversary of the Vesting Date.
The cash compensation set forth above shall be paid, upon the earliest to occur, for any Executive Officer, of (i) the termination, other than for Cause (as such term is defined in the Plan), of such Executive Officer by Edge, (ii) the consummation of a strategic transaction arising out of the strategic review referred to above and (iii) February 1, 2019.