STRONGBRIDGE BIOPHARMA plc (NASDAQ:SBBP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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STRONGBRIDGE BIOPHARMA plc (NASDAQ:SBBP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

STRONGBRIDGE BIOPHARMA plc (NASDAQ:SBBP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Directors.

On April 8, 2020 (the “Effective Date”), Strongbridge Biopharma plc (the “Company”) entered into an Amendment (the “Amendment”) to the Executive Chairman Agreement (the “Executive Chairman Agreement”) with John Johnson, the Company’s Executive Chairman.

to the terms of the Amendment, the term of the Executive Chairman Agreement (the “Term”) will be extended through November 2, 2020 (unless terminated sooner by reason of Mr. Johnson’s death, disability, resignation or removal); provided, however, that the term may thereafter be extended upon the agreement of the parties in writing. Mr. Johnson will be eligible to receive a bonus for the 2020 fiscal year in the sole discretion of the board of directors of the Company. Mr. Johnson will continue to be eligible to participate in or receive benefits under the Company’s employee benefit plans in effect from time to time, subject to the terms of such plans.

As of the Effective Date, Mr. Johnson was granted a restricted stock unit award of 182,500 shares (the “RSU Award”) and an option to purchase 87,500 ordinary shares of the Company, at an exercise price equal to the closing price per share of the ordinary shares of the Company as reported by Nasdaq on the Effective Date (the “2020 Option Award”, and, together with the RSU Award, the “2020 Equity Awards”).

Under the terms of the Executive Chairman Agreement, as amended by the Amendment (the “Amended Executive Chairman Agreement”), Mr. Johnson will be entitled to receive certain benefits in the event that, prior to the end of the Term, there is a “Change of Control” (as such term is defined in the Company’s 2015 Equity Compensation Plan) and his employment is terminated by the Company following such Change of Control (other than due to the expiration of the Term). In the event Mr. Johnson’s employment is terminated by the Company following a Change of Control, Mr. Johnson will be entitled to receive (i) any accrued but unpaid base salary and vested benefits through the date his employment is terminated, (ii) a single lump sum cash amount, payable on the 60th day following the date of termination, of an amount equal to two times Mr. Johnson’s base salary; (iii) subject to his election, a payment of 50% of the COBRA payments (for a period of 24 months), paid directly to the COBRA third-party administrator or designee on Mr. Johnson’s behalf for health and welfare coverage that he held at the date of termination; and (iv) immediate acceleration of vesting of all of his outstanding equity awards, including, but not limited to, the 2020 Equity Awards and the option award granted to Mr. Johnson under the original Executive Chairman Agreement.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which has been filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)   Exhibits

Strongbridge Biopharma plc Exhibit
EX-10.1 2 sbbp-20200410ex101e5673b.htm EX-10.1 sbbp_Current Folio_Misc_EX101 Exhibit 10.1 STRONGBRIDGE U.S. INC. AMENDMENT TO EXECUTIVE CHAIRMAN AGREEMENT   This Amendment (“Amendment”) to the Executive Chairman Agreement between Strongbridge Biopharma plc (“Strongbridge”),…
To view the full exhibit click here

About STRONGBRIDGE BIOPHARMA plc (NASDAQ:SBBP)

Strongbridge Biopharma plc, formerly Cortendo plc, is a development-stage biopharmaceutical company. The Company is engaged in advancing its product candidates through clinical development. The Company is focused on the development, in-licensing, acquisition and eventual commercialization of several complementary products and product candidates within franchises that target rare diseases. Its principal focus is to build its rare endocrine franchise, which includes product candidates for the treatment of endogenous Cushing’s syndrome and acromegaly. Its product candidate, COR-003 (levoketoconazole), is a cortisol synthesis inhibitor, indicated for the treatment of endogenous Cushing’s syndrome. It is conducting SONICS, a pivotal Phase III clinical trial for COR-003. Its product candidate, COR-005 (veldotide), is a multi-receptor targeted somatostatin analog (SSA) in Phase II clinical development for the treatment of acromegaly patients. Its product candidate also includes BP-2002.