Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 1, 2021, Biolife Solutions, Inc. (the "Company") appointed Sarah
Aebersold as Vice President, Global Human Resources.
Ms. Aebersold, age 45, joined the Company in February 2020 as Senior Director,
Global Human Resources & Administration. In that role, Ms. Aebersold oversaw
human resources programs in the areas of employee relations, talent acquisition,
benefits, compensation, coaching, training and development, policy, and data
management. Prior to joining the Company, Ms. Aebersold served in a variety of
human resources roles with companies including MCG Health, a healthcare
solutions provider (2016-2020, most recently as Head of Human Resources and
Administration), Spacelabs Healthcare, a manufacturer of medical equipment
(2014-2016, 2012-2013, most recently as Senior Manager, Human Resources),
T-Mobile, a mobile communication company, (2013-2013, most recently as Human
Resource Manager), Seattle Children's Hospital, a children's hospital
(2009-2012, most recently as Manager, Human Resources Consulting), and
ZymoGenetics, Inc., a biotechnology/pharmaceutical company (2004-2009, most
recently as Human Resources Manager). There are no arrangements or
understandings between Ms. Aebersold and any other persons pursuant to which Ms.
Aebersold was named as an officer. There are also no family relationships
between Ms. Aebersold and any director, executive officer or person nominated to
become a director or executive officer of the Company.
Related to Ms. Aebersold's appointment as Vice President, Global Human
Resources, the Company entered into an employment agreement with Ms. Aebersold,
effective January 1, 2021 (the "Employment Agreement"). Ms. Aebersold is
employed at-will, and the Employment Agreement is not for a definite time
period, but rather, will continue until terminated in accordance with its terms.
Pursuant to the Employment Agreement, Ms. Aebersold will earn a base salary
equal to $240,000 per year plus an annual maximum bonus of 30% of Ms.
Aebersold's base salary, to be payable in cash or stock in the sole discretion
of the board of the Company.
Ms. Aebersold will be entitled to participate in all employee benefit programs
established by the Company that are applicable to management personnel. In
addition, upon termination without "Cause" (other than by reason of death or
disability) or resignation for "Good Reason," Ms. Aebersold will receive the
following severance payments: (i) her base salary through the date of
termination, including unused vacation time and expenses, (ii) a lump sum
severance payment equal to 6 months' salary and (iii) an amount equal to the
cost of 6 months' medical insurance premiums at a monthly amount equal to the
amount of COBRA coverage in effect as of the termination date, plus a tax
gross-up with respect to such premiums. If Ms. Aebersold's employment is
terminated within 90 days following a "Change in Control," Ms. Aebersold is
entitled to (i) her base salary through the date of termination, including
unused vacation time and expenses, (ii) a lump sum severance payment equal to 6
months' salary, (iii) 100% of any incentive cash and/or stock bonus opportunity
for the current year and (iv) an amount equal to the cost of 6 months' medical
insurance premiums at a monthly amount equal to the amount of COBRA coverage in
effect as of the termination date, plus a tax gross-up with respect to such
premiums. The Employment Agreement contains a covenant not to compete with the
Company or solicit the Company's employees, customers or suppliers for a period
of 1 year after the date of termination.
The foregoing summary of the Employment Agreement is qualified in its entirety
by reference to the text of the Employment Agreement, copies of which will be
attached as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2020.
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