ARQULE, INC. (NASDAQ:ARQL) 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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On April 4, 2017, the Compensation, Nominating and Governance
Committee (the Committee) approved a new stock-based incentive
and retention program for certain senior executives. This new
program replaces a program previously established by the
Committee related to tivantinib performance goals that expired in
March of this year.
Under the new program, the Compensation Committee granted
participating executives performance-based options (the
Performance-based Options) at an exercise price of $0.95 per
share. Mr. Pucci (Chief Executive Officer), Mr. Lawrence
(President and Chief Operating Officer), Dr. Schwartz (Chief
Medical Officer) and Mr. Weiskopf (Chief Financial Officer) have
the opportunity to earn options covering up to 600,000, 300,000,
260,000 and 160,000 shares of common stock, respectively, under
this plan, and another executive has the opportunity to earn a
total of 110,000 shares. In addition to time-based vesting, the
options only will vest and become exercisable if specified
performance conditions are satisfied. All of the
Performance-based Options have vesting conditions linked to the
Companys product candidate development pipeline, with the
percentage option vesting ranging from 25% to 100% depending upon
the level of the Companys clinical success. In addition, the
option grants to Messrs. Pucci and Lawrence are subject to an
additional condition tied to stock price. If the applicable
performance conditions are not satisfied within 36 months, the
options will terminate.
In addition to the Performance-based Option grants, the Committee
amended the employment agreements for each of Messrs. Pucci and
Lawrence and Dr. Schwartz to extend the respective expiration
dates until April 4, 2020.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | ||
| No. | Description | |
| 10.1 | Form of Performance-based Option Agreement* | |
| 10.2 | Fourth Amendment to Employment Agreement with Paolo Pucci* | |
| 10.3 | Fifth Amendment to Employment Agreement with Peter Lawrence* | |
| 10.4 | Fourth Amendment to Employment Agreement with Brian Schwartz* |
* Management compensatory plan or agreement
About ARQULE, INC. (NASDAQ:ARQL)
ArQule, Inc. is a biopharmaceutical company. The Company is engaged in the research and development of therapeutics to treat cancers and rare diseases. These drugs focuses on the biological pathways implicated in a range of cancers and certain non-oncology indications. Its clinical-stage pipeline consists of over four drug candidates, all of which are in targeted patient populations. The Company’s lead product candidate is tivantinib (ARQ 197), an orally administered, small molecule inhibitor of the c-Met receptor tyrosine kinase (MET) and its biological pathway. The Company’s product candidates include ARQ 092, designed to inhibit the AKT serine/threonine kinase; ARQ 087, a multi-kinase inhibitor designed to inhibit the fibroblast growth factor receptor (FGFR) family, and ARQ 761, a Beta lapachone analog being evaluated in investigator-sponsored testing as a promoter of NQO1-mediated programmed cancer cell necrosis. ARQULE, INC. (NASDAQ:ARQL) Recent Trading Information
ARQULE, INC. (NASDAQ:ARQL) closed its last trading session down -0.030 at 0.960 with 190,298 shares trading hands.
