Tocagen Inc. (NASDAQ:TOCA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

(e)

Executive Officer Base Salary

On May25, 2017, the Compensation Committee (the
Committee) of our Board of Directors
(the Board) approved increases in base
salary for our executive officers (other than for Martin J.
Duvall, our Chief Executive Officer) and, on May26, 2017, the
Board, based on the recommendation of the Committee, approved an
increase in base salary for Mr.Duvall. The increases in base
salary are effective as of June5, 2017. The following table sets
forth the increased base salaries for our named executive
officers and Mark Foletta, our Chief Financial Officer and
principal financial officer:

2017 Bonus Plan

On May25, 2017, the Committee approved our 2017 bonus plan (the
2017 Bonus Plan); provided,
that Mr.Duvalls target bonus opportunity under the 2017 Bonus
Plan was approved by the Board, based on the recommendation of
the Committee, on May26, 2017. Under the 2017 Bonus Plan, our
executive officers are provided with the opportunity to earn
bonus payments calculated based upon the achievement of specified
corporate and individual goals, with each executive officer being
assigned a corporate and individual goal weighting. Under the
2017 Bonus Plan, each employee is assigned a target bonus
opportunity, which is reflected as a percentage of that
individuals 2017 base salary and is based on the individuals role
and title in the company.

Under the 2017 Bonus Plan, the target bonus opportunity as a
percentage of 2017 base salary and corporate and individual goal
weighting for each of our named executive officers and Mr.Foletta
is as follows:

The corporate goals under the 2017 Bonus Plan consist of clinical
development goals, operational goals, strategic goals and
financial goals.

The foregoing is only a summary of the material terms of the 2017
Bonus Plan, and does not purport to be complete and is qualified
in its entirety by reference to the full text of the 2017 Bonus
Plan, which will be filed with the Securities and Exchange
Commission as an exhibit to our Quarterly Report on Form10-Qfor
the quarterly period ending June30, 2017.

Stock Option Grants

On May25, 2017, the Committee approved the grant of additional
stock options to our executive officers (other than for
Mr.Duvall), contingent and effective upon the Boards approval of
Mr.Duvalls increased base salary, target bonus opportunity under
the 2017 Bonus Plan and additional stock option grant and, on
May26, 2017, the Board, based on the recommendation of the
Committee, approved the grant of an additional stock option to
Mr.Duvall (and, as described above, approved Mr.Duvalls increased
base salary and target bonus opportunity under

the 2017 Bonus Plan). The following table sets forth the number
of shares underlying the stock option grants to our named
executive officers and Mr.Foletta:

The stock options described above were granted under our 2017
Equity Incentive Plan and have a per share exercise price equal
to $16.32, the closing price of our common stock as reported on
The NASDAQ Global Select Market on May26, 2017. Each option is
subject to a four-year vesting schedule, with 25% vesting one
year after the vesting commencement date and the balance vesting
monthly over the remaining 36 months, subject to the respective
optionholders continued service with us. The options for
Mr.Duvall, Dr.Gruber and Mr.Foletta provide for full acceleration
of all of the shares subject to the option in the event of a
change in control. The option for Dr.Das provides for vesting
acceleration of up to 25% of the shares subject to the option in
the event of a change in control. Each option provides for
vesting acceleration of up to 25% of the shares subject to the
option in the event of the respective optionholders death or
disability.

About Tocagen Inc. (NASDAQ:TOCA)

Tocagen Inc. (Tocagen) is a clinical-stage, cancer-selective gene therapy company. The Company is focused on developing product candidates designed to activate a patient’s immune system against their own cancer. Its cancer-selective gene therapy platform is built on retroviral replicating vectors (RRVs), which are designed to selectively deliver therapeutic genes into the deoxyribonucleic acid (DNA) of cancer cells. Its lead product candidates are vocimagene amiretrorepvec (Toca 511) and flucytosine extended release (Toca FC). Toca 511 is an investigational injectable retroviral replicating vector (RRV) that encodes a prodrug activator enzyme, cytosine deaminase (CD). Toca FC is an investigational extended-release version of 5-fluorocytosine (5-FC), a prodrug that is inactive as an anti-cancer drug. As of February, 2017, Tocagen has completed enrollment of the Phase II portion with 187 patients.

Tocagen Inc. (NASDAQ:TOCA) Recent Trading Information

Tocagen Inc. (NASDAQ:TOCA) closed its last trading session down -0.04 at 15.95 with 129,671 shares trading hands.