ACCELERON PHARMA INC. (NASDAQ:XLRN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Separation and Transition Agreement with Matthew L. Sherman
On January 2, 2018, Acceleron Pharma Inc. (the “Company”) and Matthew L. Sherman, the Company’s Executive Vice President and Chief Medical Officer, entered into a Separation and Transition Agreement (the "Separation Agreement") to which Dr. Sherman’s employment will terminate and he will retire from his position as the Company’s Executive Vice President and Chief Medical Officer and enter into a consulting agreement with the Company (the “Consulting Agreement”), effective as of the first regular work day that is one week after the later of the date on which the Company publicly announces top line data for the Company’s phase 3 clinical study with luspatercept known as the “MEDALIST” Study or the date on which the Company publicly announces top line data from the phase 3 clinical study with luspatercept known as the “BELIEVE” Study (the “Separation Date”). to the Separation Agreement and in consideration of the terms of Dr. Sherman’s existing employment agreement, Dr. Sherman will receive his base salary for the 12-month period following the effective date of his termination of employment as well as reimbursement for the full monthly premium cost of participation in the Company’s health, dental and vision plans under COBRA. In consideration of Dr. Sherman’s employment during 2018 and so long as his employment terminates on the Separation Date, upon termination of his employment, the Company will pay Dr. Sherman a one-time bonus equal to 50% of his target bonus.
Under the terms of the Consulting Agreement, Dr. Sherman will provide consulting advisory services to the Company for a period of 12 months following the date his employment terminates, unless the agreement is earlier terminated in accordance with its terms. The Company will pay Dr. Sherman a consulting fee of $5,000 per month during this period, and Dr. Sherman’s outstanding equity awards will continue to vest based on his consultancy service. Upon early termination of the consultancy by the Company other than for (i) cause as defined in Dr. Sherman’s existing employment agreement with the Company, (ii) breach by Dr. Sherman of the Consulting Agreement or his confidentiality, non-compete and proprietary information agreement with the Company, or (iii) failure to satisfy the performance standard as defined in the Consulting Agreement, the vesting of all time-based equity awards then held by Dr. Sherman that were scheduled to vest during the remainder of the consulting term will accelerate.
In addition, the Separation Agreement provides that Dr. Sherman’s existing restrictive covenants, including non-competition, non-solicitation and confidentiality provisions, for the benefit of the Company, will continue during the term of the consultancy and for one year after the expiration or earlier termination of the consultancy term. The foregoing is a summary of certain terms of the Separation Agreement and the Consulting Agreement and is qualified in its entirety by the terms of the Separation Agreement and the Consulting Agreement, which are filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
ACCELERON PHARMA INC ExhibitEX-10.1 2 xlrn-20180103ex101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1SEPARATION AND TRANSITION AGREEMENTMatthew L. Sherman,…To view the full exhibit click here
About ACCELERON PHARMA INC. (NASDAQ:XLRN)
Acceleron Pharma Inc. is a United States-based clinical-stage biopharmaceutical company. The Company focuses on the discovery, development and commercialization of therapeutic candidates that are based on mechanisms, which the human body uses to regulate the growth and repair of its cells and tissues. Its therapeutic candidates are used to treat serious and rare diseases. The Company’s pipeline includes Luspatercept, Sotatercept, Dalantercept, ACE-083, ACE-2494, ACE-1332, ACE-3891, ACE-2798, ACE-2536 and ACE-2395. Luspatercept promotes red blood cell production. It is developing Sotatercept for the treatment of chronic kidney disease. Dalantercept treats cancers by inhibiting blood vessel formation by inhibiting signaling through the activin receptor-like kinase (ALK) 1 receptor. ACE-083 is for the treatment of focal muscle disorders. ACE-2494 is designed to treat systemic muscle disorders. ACE-3891, ACE-1332, ACE-2798, ACE-2536 and ACE-2395 are in preclinical stage of development.