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 OfficersItem 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