Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 15, 2021, Teligent, Inc. (the "Company") announced the appointment of
Ernest R. De Paolantonio as Chief Financial Officer of the Company, to be
effective immediately.
Mr. De Paolantonio, age 67, has over 40 years of varied financial and business
experience in the pharmaceutical industry. Most recently, Mr. Paolantonio
served as Chief Financial Officer of Fortovia Therapeutics Inc., a privately
held healthcare company providing support to cancer patients and their families.
Prior to his position at Fortovia, Mr. De Paolantonio served as Chief Financial
Officer, Secretary and Treasurer at BioDelivery Sciences International, Inc., a
publicly-held specialty pharmaceutical company from 2013 to 2019. Prior to
Mr. De Paolantonio's position with BioDelivery Sciences, he served as the Chief
Financial Officer of CorePharma LLC, a private specialty generic company, and
held finance and controllers' positions in roles of increasing responsibility at
Colombia Laboratories. Mr. De Paolantonio received his Bachelor of Arts Degree
from Lycoming College; his MBA in Finance at Saint Joseph's University and is a
licensed CPA.
The Company has entered into an employment agreement with Mr. De Paolantonio,
effective April 15, 2021 (the "Employment Agreement") in connection with his
appointment as Chief Financial Officer. Pursuant to the terms of the Employment
Agreement, Mr. De Paolantonio is employed at will, and either the Company or Mr.
De Paolantonio may terminate the employment relationship for any reason, at any
time. The Employment Agreement provides that Mr. De Paolantonio is entitled to a
$335,000 annual base salary, subject to annual review by the Company. Following
the end of each calendar year, Mr. De Paolantonio is eligible to receive an
annual bonus calculated at 40% of his annual base salary. Mr. De Paolantonio's
target bonus percentage for the 2021 calendar year will be prorated. The
Employment Agreement also includes the award of a one-time grant of (i) 195,000
restricted stock units (the "RSU Award"); and (ii) options to purchase 240,000
shares of Common Stock, with an exercise price equal to the fair market value of
Teligent's common stock on the effective date (the "Effective Date") of Mr.
De Paolantonio's employment (the "Option"), with such grants intended to qualify
as "inducement grants" under the rules of the Nasdaq Stock Market (the RSU Award
and the Option collectively referred to as the "Awards"). The RSU Award will
vest in four equal installments on each yearly anniversary of the Effective Date
. The Option will vest on the third anniversary of the Effective Date based on
the pro-rata achievement of certain performance milestones by the Company. The
vesting of the Awards are subject to Mr. De Paolantonio's continued employment
and are subject to the terms and conditions of a restricted stock unit agreement
and stock option agreement, respectively.
In the event that the Company terminates Mr. De Paolantonio's employment without
cause, Mr. De Paolantonio shall be entitled to (i) any unpaid base salary
through the effective date of his termination, (ii) an amount per month equal to
one-twelfth of Mr. De Paolantonio's then adjusted base salary for a period of
six months; (ii) any unpaid annual bonus from the prior fiscal year, (iv) an
amount equal to Mr. De Paolantonio's pro-rata portion of his annual bonus, (v)
payment or reimbursement for COBRA premiums for six months and (vi) the vesting
of a pro-rata portion of the equity awards granted to Mr. De Paolantonio equal
to the quotient of the number of months between the Effective Date of the
Employment Agreement and the date of termination divided by 36. In the event
that Mr. De Paolantonio's employment is terminated by the Company for cause or
due to Mr. De Paolantonio's death, disability or resignation, then the Company
shall have no further obligation to Mr. De Paolantonio other than for any unpaid
base salary through the date of termination. The Employment Agreement also
contains certain standard provisions regarding confidentiality, assignment of
intellectual property and non-solicitation.
The foregoing summary of the Employment Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the Employment Agreement, which is attached as Exhibit 10.1 hereto and
incorporated herein by reference.
Mr. De Paolantonio has no family relationships with any of the executive
officers or directors of the Company. Except for the Employment Agreement, there
are no arrangements or understandings between Mr. De Paolantonio and any other
person pursuant to which he was elected as an officer of the Company. The
Company is not aware of any transactions in which Mr. De Paolantonio has an
interest that would require disclosure under Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
Employment Agreement effective April 15, 2021 between the Company
10.1 and Ernest R. De Paolantonio.
99.1 Press release date April 15, 2021
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