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Strategies & Market Trends : Speculating in Takeover Targets -- Ignore unavailable to you. Want to Upgrade?

To: E_K_S who wrote (5357)	7/8/2019 9:27:34 AM
From: richardred	Read Replies (2) \| Respond to of 7242

Agreed - 8K- The golden parachute is now in place. Mr. Green entered into an Employment Agreement, or the Agreement, with the Company, dated July 2, 2019, which provides for a term of two years, which such term shall automatically be extended for two additional years on each anniversary of the commencement date unless, not less than 90 days prior to each such date, either party shall have given written notice to the other that it does not wish to extend the Agreement. In addition, the Agreement provides for an initial annual base salary of $573,710, or the Base Salary. Furthermore, commencing with fiscal year 2020, Mr. Green is eligible to receive cash incentive compensation on an annual basis of up to one hundred fifty percent (150%) of his Base Salary upon meeting objectives as determined by the Board of Directors or the Compensation Committee from time to time. Mr. Green is also eligible to participate in other incentive compensation plans as the Board of Directors or Committee shall provide for the Company’s senior executive officers. The Agreement with Mr. Green also requires the Company to provide certain payments and benefits in the event of a termination of the executive’s employment by us without cause, by the executive for good reason, upon death or disability or in relation to a change-in-control. Such benefits include, without limitation, accrued and unpaid base salary to the date of termination, accrued and unused vacation, and if to the extent required by law, any bonuses or other compensation actually earned for periods ended prior to the termination event. The employment agreement with Mr. Green also provides change-in-control benefits, and has customary best net/modified economic cutback provisions in relation to Section 280G of the Internal Revenue Code. Severance and acceleration of vesting benefits are provided for certain termination events, including cause, good reason and a change-in-control which are each defined in the Agreement. In some instances, Mr. Green’s receipt of such payments and other benefits in connection with such a termination is subject to the executive signing a general release of claims, as provided in the Agreement. In accordance with and subject to the terms of the Agreement, on his employment commencement date, the Company granted Mr. Green (I) an equity award consisting of 243,072 deferred stock awards of restricted stock units which shall vest in full two years from the grant date, (II) an equity award, which shall be issued in satisfaction of a minimum portion of the Annual Bonus for fiscal 2019, consisting of 202,875 deferred stock awards of restricted stock units which shall fully vest one year from the grant date, and (III) long term incentive equity awards which shall consist of (i) market condition deferred stock awards of restricted stock units with a target share amount of 418,360, with vesting linked to the achievement of a relative total shareholder return, of the Company’s Common Stock from the grant date to the earlier of (a) the anniversary of the grant date or (b) upon a change of control, and measured relative to the NASDAQ Biotechnology index and based on the 20-day trading average price before such date (or for a change of control, the per share purchase price in such change of control), and (ii) 418,360 in deferred stock awards of restricted stock units which shall vest in four equal annual installments commencing with January 1, 2020 and continuing on the next three January 1sts thereafter. The foregoing description of the principal terms of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference.