Agile Therapeutics,Inc. (NASDAQ:AGRX) 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 Officers.
On April11, 2017, the Compensation Committee (the Committee) of
the Board of Directors of Agile Therapeutics,Inc. (the Company)
granted performance-based restricted stock units (Performance
Units) under the Companys 2014 Incentive Compensation Plan (the
Plan), to the named executive officers of the Company, subject to
the terms and conditions set forth in the issuance agreement for
such Performance Units (the Performance Unit Issuance Agreement)
and the Plan. At that time, the Committee approved the target
number of Performance Units (equal to 50% of the Performance
Units subject to the award, or the Target Award) for achievement
of the performance goals during the performance period beginning
on the date of grant and ending on December31, 2018 (the
Performance Period) and the threshold number of Performance Units
(equal to 50% of the Target Award for the Companys Chief
Executive Officer (CEO) and 25% of the Target Award for the
Companys Chief Financial Officer (CFO) and the Companys Chief
Medical Officer (CMO)), as set forth below.
|
Name |
|
Title |
|
ThresholdAwardof PerformanceUnits |
|
TargetAwardof PerformanceUnits |
|
Al Altomari |
Chairman and Chief Executive Officer |
50,000 |
100,000 |
|||
|
Scott Coiante |
Senior Vice President and Chief Financial Officer |
10,000 |
40,000 |
|||
|
Elizabeth Garner M.D., M.P.H. |
Senior Vice President and Chief Medical Officer |
10,000 |
40,000 |
Performance Period through December31, 2018.
The Performance Units vest at (i)50% of the Target Award level
(i.e., the threshold award level) in the case of the CEO, and at
25% in the case of the CFO and CMO, if the Threshold Performance
Goal (as defined in the participants Performance Unit Issuance
Agreement) is satisfied during the Performance Period, and
(ii)50% of the Target Award level if the Target Performance Goal
(as defined in the participants Performance Unit Issuance
Agreement) is satisfied during the Performance Period provided
that in either case the participant remains employed by the
Company until the payment date for the vested Performance Units.
Vested Performance Units will be paid in the form of shares of
the Companys common stock between January1, 2019 and March15,
2019. If a participants employment with the Company ends for any
reason prior to the payment of the shares, or if the Threshold
Performance Goal is not satisfied on or prior to the end of the
Performance Period, the participant will forfeit the Performance
Units, except as provided below.
Upon a Change in Control (as defined in the participants
Performance Unit Issuance Agreement) on or prior to the end of
the Performance Period, the Performance Units outstanding at the
time of the Change in Control will vest at (i)50% of the Target
Award for the CEO and 25% of the Target Award for the CFO and CMO
if the Threshold Performance Goal has been met on or prior to
closing of the Change in Control or (ii)50% of the Target Award
if the Target Performance Goal has been met on or prior to the
closing of the Change in Control. If neither the Threshold
Performance Goal nor the Target Performance Goal have been met
on or prior to the closing of a Change in Control, the
Performance Units outstanding at the time of the Change in
Control will vest immediately upon the closing of the Change in
Control at 50% of the Target Award, if the participant remains
employed by the Company through the closing of the Change in
Control. The shares of common stock subject to those vested
Performance Units will be issued as soon as possible after the
Change in Control, or will be converted into the same
consideration payable to the other Company shareholders.
The form of Performance Unit Issuance Agreement to be used to
evidence awards of Performance Units under the Plan is included
as Exhibit10.1 to this Current Report on Form8-K and is
incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
|
Exhibit Number |
|
Description |
|
10.1 |
Formof Performance Unit Issuance Agreement. |
About Agile Therapeutics, Inc. (NASDAQ:AGRX)
Agile Therapeutics, Inc. is a women’s health specialty pharmaceutical company. The Company is focused in the development and commercialization of prescription contraceptive products. The Company has developed a transdermal patch technology, called Skinfusion. The Company’s lead product candidate is Twirla, also known as AG200-15, is a combined hormonal contraceptive (CHC) patch. In addition to Twirla, the Company is developing a pipeline of other new transdermal contraceptive products, including AG200-ER, which is a regimen designed to allow a woman to extend the length of her cycle; AG200-SP, which is a regimen designed to provide a shortened hormone-free interval, and AG890, which is a progestin-only contraceptive patch intended for use by women who are unable or unwilling to take estrogen. Each of its product candidates utilizes its Skinfusion technology designed to deliver contraceptive-levels of hormones to the blood stream through the skin over a seven-day period. Agile Therapeutics, Inc. (NASDAQ:AGRX) Recent Trading Information
Agile Therapeutics, Inc. (NASDAQ:AGRX) closed its last trading session up +0.08 at 3.06 with 138,748 shares trading hands.
