Aradigm Corporation (NASDAQ:ARDM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Employment Agreement with Dr.Siebert
As previously reported, the Company appointed Dr.Siebert as Executive Chairman and Interim Principal Executive Officer of the Company effective February11, 2018 and as Acting Principal Financial Officer of the Company effective March1, 2018.
On March22, 2018, the Company entered into an employment agreement with Dr.Siebert (the “Employment Agreement”). The terms of the Employment Agreement are effective as of February12, 2018. to the Employment Agreement, Dr.Siebert will serve as Interim Principal Executive Officer and Acting Principal Financial Officer of the Company. Dr.Siebert’s employment relationship with the Company is at-will. Both Dr.Siebert and the Company may terminate the employment relationship at any time, with or without cause, and with or without advance notice. The Employment Agreement also provides that Dr.Siebert will serve as Executive Chairman of the Board of the Company, with no additional compensation for that position.
Cash Compensation
Under the Employment Agreement, Dr.Siebert receives an annual base salary of $224,900, which is one-half of the Company’s Chief Executive Officer base salary in accordance with resolutions of the Board. Dr.Siebert will be entitled to receive, each year, a cash bonus in the amount of up to $150,000 at the discretion of the Board, subject to Dr.Siebert’s continued employment with the Company upon the occurrence of milestones to be determined by the Board. In addition, Dr.Siebert will receive hardship bonus payments, each in the amount of $25,000, after three months and six months of employment, subject to the requirement that Dr.Siebert remain employed in good standing on the applicable bonus entitlement date.
Additionally, Dr.Siebert is eligible to receive cash payments in an aggregate amount of up to $325,000, subject to the achievement of specified milestones relating to LinhaliqTM, the Company’s lead development product candidate, as provided in the Employment Agreement. Dr.Siebert is eligible to receive any such specified amount in connection with the achievement of the corresponding milestone regardless of whether he continues to be employed with the Company on the applicable achievement date.
Equity-Based Compensation
In accordance with the Employment Agreement, Dr.Siebert received an option to purchase 180,000 shares of the Company’s common stock (the “Shares”) with an exercise price per Share equal to $1.31, the closing price of one Share on The Nasdaq Capital Market on March22, 2018, the date of approval of the Employment Agreement by the Board. This option vests in 36 equal monthly installments over a three-year period beginning one month following the effective date of the Employment Agreement, or March12, 2018, subject to Dr.Siebert’s continued service. In addition, the Employment Agreement provides that Dr.Siebert will receive an option to purchase a total of 96,000 Shares every six months from the effective date of the Employment Agreement with a six month vesting period, subject to his continued service. Dr.Siebert received the first such grant of an option to purchase 96,000 Shares effective as of March22, 2018, with an exercise price of $1.31 per Share, vesting in full on August 12, 2018.
The foregoing options are subject to the terms of the Aradigm Corporation 2015 Equity Incentive Plan and the Company’s form of stock option agreement under the plan. If Dr.Siebert’s service to the Company terminates for any reason, the unvested portion of each such option will be forfeited to the Company, while the vested portion of any such option may be exercised at any time up to 90 days after such termination of service.
Benefits and Additional Employment Matters
Dr.Siebert is eligible to participate in the Company’s standard employee benefits plans in accordance with the terms and conditions of the plans and the Company’s applicable policies which may be in effect from time to time as provided by the Company to its executive employees generally. In accordance with the Employment Agreement, the Company reimburses Dr.Siebert for certain travel expenses, including expenses to and from his home to the Company’s offices and to and from Company business meetings as requested by the Company.
to the terms of the Employment Agreement, Dr.Siebert is required to comply with the Company’s Proprietary Information and Inventions Agreement, which Dr.Siebert entered into effective as of March22, 2018. In addition, the Company entered into its standard form of indemnity agreement for executive officers with Dr.Siebert, effective as of the same date.
The summary of the terms of the Employment Agreement set forth above does not purport to be complete and is qualified in all respects by reference to the text of the Employment Agreement, which is filed as Exhibit 10.1 to this Amendment No.1 on Form 8-K/A and is incorporated in this Item 5.02 by reference.
Item 5.02 Financial Statements and Exhibits.
ARADIGM CORP ExhibitEX-10.1 2 d519643dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 March 22,…To view the full exhibit click here
About Aradigm Corporation (NASDAQ:ARDM)
Aradigm Corporation is a pharmaceutical company focused on the development and commercialization of products for the treatment and prevention of severe respiratory diseases. The Company’s lead product candidate is Pulmaquin inhaled ciprofloxacin, which is in Phase III clinical trials. It offers AERx pulmonary drug delivery platform and other technologies. Its partnered programs under development include Inhaled Ciprofloxacin. It is also engaged in developing Smoking Cessation Therapy (ARD-1600 Inhaled Nicotine). Its lead development candidates are its formulations of the potent antibiotic ciprofloxacin (Pulmaquin (ARD-3150) and Lipoquin (ARD-3100)) that are delivered by inhalation for the management of infections associated with the severe respiratory diseases, such as cystic fibrosis (CF) and non-cystic fibrosis bronchiectasis (BE). Pulmaquin uses slow release liposomal formulation (Lipoquin) mixed with a small amount of ciprofloxacin dissolved in an aqueous medium.
