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

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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 January24, 2018, 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 Company’s 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”) and the percentages of the Target Award to be received for achievement of the performance goals during the performance period beginning on the date of grant and ending on December31, 2019 (the “Performance Period”), as set forth below.

Name

Title

TargetAwardof PerformanceUnits

Al Altomari

Chairman and Chief Executive Officer (“CEO”)

125,000

Scott Coiante

Vice President and Chief Financial Officer (“CFO”)

50,000

Elizabeth Garner M.D., M.P.H.

Senior Vice President and Chief Medical Officer (“CMO”)

50,000

The Performance Units vest as follows: (i)75% of the Target Award vests if the Primary Performance Goal (as defined in the participants’ Performance Unit Issuance Agreement) is satisfied during the Performance Period, and (ii)25% of the Target Award vests if the Secondary 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. Notwithstanding the foregoing, the Committee has the discretion to increase or decrease the number of shares of common stock that vest by up to 25% of the Target Award based on Company performance in meeting the Performance Goals. Vested Performance Units will be paid in the form of shares of the Company’s common stock between January1, 2020 and March15, 2020. If a participant’s employment with the Company ends for any reason prior to the payment of the shares, or if the Performance Goals are 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 immediately upon the closing of the Change in Control as follows: (a)75% of the Target Award will vest if the Primary Performance Goal has been met (or could still be met) and (b)25% of the Target Award will vest regardless of whether or not the Secondary Performance Goal has been met, provided that in either case the participant remains employed by the Company through the closing of the Change in Control. The Committee has the discretion to

increase or decrease the number of shares of common stock that vest by up to 25% of the Target Award based on Company performance in meeting the Performance Goals. 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.


AGILE THERAPEUTICS INC Exhibit
EX-10.1 2 a18-3853_8ex10d1.htm EX-10.1 Exhibit 10.1   AGILE THERAPEUTICS,…
To view the full exhibit click here

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.