Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Dr. Mehra Employment Agreement
On January 10, 2022, Seelos Therapeutics, Inc. (the "Company") entered into an
Amended and Restated Employment Agreement with Raj Mehra, Ph.D., the Company's
President and Chief Executive Officer (the "Employment Agreement"), amending and
restating that certain Employment Agreement between the Company and Dr. Mehra
dated as of March 20, 2019 (the "Current Agreement"). The Employment Agreement
will become effective on March 20, 2022 immediately upon expiration of the
Current Agreement. Pursuant to the Employment Agreement, Dr. Mehra will continue
to serve as the Company's President and Chief Executive Officer, his annualized
salary will be $561,688 and he will be eligible to receive an annual performance
bonus of 50% of his base salary. Dr. Mehra's employment under the Employment
Agreement is for an initial term of three years and will be on an "at will"
basis.
Pursuant to the Employment Agreement, if Dr. Mehra is terminated by the Company
without cause or by Dr. Mehra for good reason (a "Covered Termination") outside
of the period commencing three months prior to a change in control and ending 12
months after a change in control (a "Change in Control Period"), the Company
will pay to Dr. Mehra an amount equal to the sum of his annual base salary and
the annual bonus earned by Dr. Mehra for the fiscal year immediately preceding
the fiscal year in which the termination occurs, and a pro-rata portion of his
earned annual bonus for the fiscal year in which the termination occurs.
Additionally, the vesting of any outstanding equity awards that are scheduled to
vest solely subject to continued service or employment shall accelerate so that
such awards shall be vested to the same extent as if Dr. Mehra had provided an
additional 12 months of service from the date of his termination. The Company
will also either continue to provide Dr. Mehra and his dependents coverage under
the Company's group health plan at its sole expense or reimburse Dr. Mehra for
such coverage for twelve months from the date of termination.
Further, if Dr. Mehra experiences a Covered Termination during a Change in
Control Period, the Company will pay to Dr. Mehra an amount equal to 1.5 times
the sum of his annual base salary and the annual bonus earned by Dr. Mehra for
the fiscal year immediately preceding the fiscal year in which the termination
occurs, and a pro-rata portion of his earned annual bonus for the fiscal year in
which the termination occurs. Additionally, the vesting of any outstanding
equity awards that are scheduled to vest solely subject to continued service or
employment shall accelerate so that such awards shall be fully vested. The
Company will also either continue to provide Dr. Mehra and his dependents
coverage under its group health plan at its sole expense or reimburse Dr. Mehra
for such coverage for 18 months from the date of termination.
The foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Employment Agreement that is filed herewith as Exhibit 10.1 and incorporated
herein by reference.
2021 Bonuses
On January 5, 2022, the Company's Compensation Committee approved the payment of
a cash bonus of $287,375 to Dr. Mehra and $97,350 to Michael Golembiewski, the
Company's Chief Financial Officer, for fiscal 2021.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Number Description
10.1 Amended and Restated Employment Agreement by and between Seelos
Therapeutics, Inc. and Raj Mehra, Ph.D., dated as of January 10, 2022.
104 Cover Page Interactive Data File, formatted in Inline Extensible Business
Reporting Language (iXBRL).
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SEELOS THERAPEUTICS, INC. 
