Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Named Executive Officer Compensation
OnJanuary 8, 2021 , the Board of Directors ofSoleno Therapeutics, Inc. , (the "Company") following a review of the Company's executive compensation program by its Compensation Committee and recommendations, approved certain increases to the base salaries for fiscal year 2021, the payment of cash bonuses for fiscal year 2020 and certain equity awards for certain named executive officers as follows: Fiscal Year 2021 Annual Fiscal Year 2020 Cash Name and Principal Position Base Salary ($)(1 ) Bonus Award ($) Options(2)Anish Bhatnagar Chief Executive Officer $ 538,000 $ 252,000 2,100,000 Kristen Yen Vice President of Clinical Operations $ 291,000 $ 66,250 282,000 Patricia Hirano Vice President of Regulatory Affairs $ 315,000 $ 75,000 323,000
(1) Effective as of
(2) Twelve and one-half percent (12.5%) of the shares subject to the Option shall
vest upon the date following the acceptance by the
Administration of an NDA submission for the Company's DCCR tablets, twelve
and one-half percent (12.5%) of the shares subject to the Option shall vest
upon the submission by the Company to the European Medicines Agency European
of an MAA for the Company's DCCR tablets, and one forty-eighth (1/48th) of
the remaining shares subject to the Option shall vest each month after
Date, subject to Optionee continuing to be a Service Provider (as defined in
the Plan) of the Company through each such date. All options have an exercise
price of
common stock on the Nasdaq Capital Market on
OnJanuary 8, 2021 , the Board of Directors also approved certain changes to the Company's standard severance terms for executive officers and management. As a result of these changes, the Company amended its current employment agreements with each ofJames Mackaness ,Kristen Yen andPatricia Hirano . The amendments are attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3 and the full text of such amendments is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits 10.1 Amendment to Employment Agreement by and between the Company andJames Mackaness , dated as ofJanuary 8, 2021 .
10.2 Amendment to Employment Agreement by and between the Company and Kristen
Yen, dated as ofJanuary 8, 2021 10.3 Amendment to Employment Agreement by and between the Company andPatricia Hirano , dated as ofJanuary 8, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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