Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 30, 2022 (the "Transition Date"), Thomas Freeburg, the Chief
Financial Officer of Interpace Biosciences, Inc. (the "Company"), resigned from
his position as Chief Financial Officer and as an employee of the Company.
Pursuant to a Severance and Consulting Agreement and General Release between the
Company and Mr. Freeburg (the "Consulting Agreement") effective September 30,
2022, Mr. Freeburg will provide certain consulting services to the Company,
including finance and accounting services, as requested or deemed appropriate by
the Company's Chief Executive Officer and/or other senior management employees.
Mr. Freeburg will continue to act as the Company's principal financial officer
during the Consulting Term, as defined below, until such time as the Company
recruits a new Chief Financial Officer to replace Mr. Freeburg.
Pursuant to the Consulting Agreement, the Company agreed to pay Mr. Freeburg
severance payments equal to $127,500 (which amount is equal to six months of Mr.
Freeburg's annual base salary in effect on the Transition Date), payable in
semi-monthly installments in accordance with the Company's payroll practices. On
the Transition Date, Mr. Freeburg's outstanding equity awards scheduled to vest
during the 24-month period following the Transition Date accelerated and became
fully vested on such date, and any stock options exercisable into a total of
50,000 shares of common stock of the Company that have vested on the Transition
Date will remain exercisable until the 90th day following the Consulting
Termination Date (as defined below). In addition, Mr. Freeburg remains eligible
to continue participation in the Company's health and dental benefit plans for
the six-month period following the Transition Date, or if earlier, through the
date Mr. Freeburg becomes eligible for other group health coverage in connection
with new employment, provided he has properly and timely elected to continue
such coverage under the Company's plans. The Consulting Agreement includes
general releases of claims by Mr. Freeburg in favor of the Company and certain
Released Parties (as defined therein), and mutual non-disparagement obligations
on Mr. Freeburg and on the Company. Mr. Freeburg remains subject to the
Confidential Information, Non-Disclosure, Non-Competition, Non-Solicitation, and
Rights to Intellectual Property Agreement, dated as of February 1, 2021, entered
into with the Company. The Consulting Agreement commences on the Transition Date
and terminates no earlier than January 30, 2023 and no later than March 30, 2023
(subject to extension upon mutual agreement by the parties) (the "Consulting
Term", and the termination date of the Consulting Term, the "Consulting
Termination Date"). In consideration for Mr. Freeburg's consulting services, the
Company will pay Mr. Freeburg a monthly fee of $6,000 and reimburse reasonable
expenses incurred by Mr. Freeburg in the performance of such consulting
services, in accordance with the Company's expense reimbursement policy. During
the Consulting Term, Mr. Freeburg will not be required to devote, on average,
more than twenty percent of his time (or approximately eight hours per week) in
providing consulting services to the Company. In addition, during the Consulting
Term, Mr. Freeburg may enter into other consulting agreements or arrangements or
seek and obtain full-time employment or consulting assignments from other
companies or individuals.
The foregoing summary of the Consulting Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the Consulting Agreement, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Severance and Consulting Agreement and General Release, dated
September 30, 2022, by and between Interpace Biosciences, Inc. and
Thomas Freeburg.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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