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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