Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 8, 2020, the Company announced that Louis Matis, MD, will step down
as Senior Vice President and Chief Development Officer, effective January 10,
2020. In connection with Dr. Matis's resignation, the Company entered into a
letter agreement (the "Letter Agreement") with Dr. Matis on January 3, 2020,
outlining the terms of his separation. Pursuant to the terms and conditions of
the Letter Agreement, Dr. Matis will receive continued payment of his base
salary for six months; payment of the monthly amount then being charged by the
Company for COBRA coverage with respect to Dr. Matis and his dependents for six
months; and payment of his 2019 annual discretionary bonus. In addition, the
Letter Agreement provides that the vesting of seventy-five percent (75%) of the
unvested portions of Dr. Matis's stock option awards will be accelerated.
Dr. Matis's right to receive the foregoing is subject to, among other
obligations, his execution of a release of claims against the Company, and his
agreement that the intellectual property, non-solicitation, and non-competition
provisions set forth in his original employment agreement, dated July 20, 2015,
will continue to apply in accordance with their terms.
The foregoing is a summary description of the terms and conditions of the Letter
Agreement and is qualified in its entirety by reference to the Letter Agreement,
a copy of which will be filed as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 2019.
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