AUDENTES THERAPEUTICS, INC. (NASDAQ:BOLD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May2, 2017, the Compensation Committee of Audentes
Therapeutics, Inc. (the Company)
adopted a new form of executive employment agreement for the
Companys executive officers (the
Executive) that provide for at-will
employment (the Employment
Agreement). to the Employment
Agreement, the Executive will be entitled to receive his or her
base salary, a discretionary annual incentive bonus opportunity
and standard employee benefit plan participation. The Employment
Agreement also provides for severance benefits upon termination
of employment or a change in control of the Company.
If an Executive is terminated for cause or in the event of an
Executives death, disability or voluntary separation at any time
and for any reason, such Executive will be entitled to receive
(i)any earned but unpaid base salary and earned but unused
vacation or paid time off, (ii)other unpaid and then vested
amounts, including any amount payable to the Executive under the
specific terms of any agreements, plans or awards in which the
Executive participates, unless otherwise specifically provided in
the Employment Agreement, and (iii)reimbursement for all
reasonable and necessary expenses incurred in connection with
such Executives performance of services on behalf of the Company
in accordance with the Companys policies and guidelines, in each
case as of the effective date of such termination of employment.
The compensation referred to in (i)-(iii) above is collectively
referred to as Accrued Compensation.
If the Companys Chief Executive Officer
(CEO) is terminated without cause or
resigns for good reason, and the CEO delivers to the Company a
signed settlement agreement and general release of claims (the
Release), he will be entitled to
receive (i)the Accrued Compensation, (ii)a lump sum cash payment
equal to 12 months of his base salary, (iii)a lump sum payment
equal to 50% of his target bonus for the then current fiscal year
and paid when annual bonuses are otherwise paid to active
employees, but no later than March 15th of the year following the year
in which he is terminated, and (iv)reimbursement for any monthly
COBRA premium payments for 12 months, subject to certain
limitations.
If a Senior Vice President of the Company
(SVP) is terminated without cause or
resigns for good reason and the SVP delivers to the Company a
Release, such SVP will be entitled to receive (i)the Accrued
Compensation, (ii)a lump sum cash payment equal to nine months of
such SVPs base salary, (iii)a lump sum payment equal to 75% of
such SVPs target bonus for the then current fiscal year and paid
when annual bonuses are otherwise paid to active employees, but
no later than March 15th
of the year following the year in which such SVP is terminated,
and (iv)reimbursement for any monthly COBRA premium payments for
12 months, subject to certain limitations.
If the CEO is terminated without cause or resigns for good
reason, in each case during the period of time commencing 90 days
prior to the execution of a definitive agreement providing for
the consummation of a change in control and ending on the first
anniversary of the consummation of such change in control,
provided that the CEO delivers to the Company a signed Release,
he will be entitled to receive (i)Accrued Compensation, (ii)a
lump sum cash payment in an amount equal to 18 months of his base
salary, (iii)a lump sum payment equal to 150% of his target bonus
for the then current fiscal year and paid when annual bonuses are
otherwise paid to active employees, but no later than March
15th of the year
following the year in which the CEOs termination of employment
occurs, (iv)reimbursement for any monthly COBRA premium payments
for 18 months, subject to certain limitations, and (v)accelerated
vesting of 50% of the unvested stock or equity awards granted to
the CEO to the terms of the Employment Agreement, if any.
If an SVP is terminated without cause or resigns for good reason,
in each case during the period of time commencing 90 days prior
to the execution of a definitive agreement providing for the
consummation of a change in control and ending on the first
anniversary of the consummation of such change in control,
provided that such SVP delivers to the Company a signed Release,
such SVP will be entitled to receive (i)Accrued Compensation,
(ii)a lump sum cash payment in an amount equal to 12 months of
such SVPs base salary, (iii)a lump sum payment equal to 50% of
such SVPs target bonus for the then current fiscal year and paid
when annual bonuses are otherwise
paid to active employees, but no later than March 15th of the year following the year
in which such SVPs termination of employment occurs,
(iv)reimbursement for any monthly COBRA premium payments for 12
months, subject to certain limitations, and (v)accelerated
vesting of 50% of the unvested stock or equity awards granted to
such SVP to the terms of the Employment Agreement, if any.
Under the Employment Agreements, cause generally means (i)failure
to satisfactorily perform duties after there has been delivered
to a written demand for performance which describes the specific
deficiencies in performance and the specific manner in which
performance must be improved, and which provides thirty
(30)business days from the date of notice to remedy such
performance deficiencies; (ii)conviction of, or plea of nolo
contendere to, a felony or a crime involving moral turpitude
which the Companys Board of Directors believes has had or will
have a detrimental effect on the Companys reputation or business,
(iii)engaging in an act of gross negligence or willful misconduct
in the performance of employment obligations and duties,
(iv)committing an act of fraud against, material misconduct or
willful misappropriation of property belonging to the Company;
(v)engaging in any other misconduct that has had or will have a
material adverse effect on the Companys reputation or business;
or (vi)breach of any material written Company policy, the
Employee Invention Assignment and Confidentiality Agreement or
other unauthorized misuse of the Companys trade secrets or
proprietary information.
Under the Employment Agreements, change in control means (i)a
sale, conveyance, exchange or transfer (excluding any
venture-backed or similar investments in the Company) in which
any person or entity, other than persons or entities who as of
immediately prior to such sale, conveyance, exchange or transfer
own securities in the Company, either directly or indirectly,
becomes the beneficial owner, directly or indirectly, of
securities of the Company representing more than fifty (50%)
percent of the total voting power of all its then outstanding
voting securities; (ii)a merger or consolidation of the Company
in which its voting securities immediately prior to the merger or
consolidation do not represent, or are not converted into
securities that represent, a majority of the voting power of all
voting securities of the surviving entity immediately after the
merger or consolidation; or (iii)a sale of substantially all of
the assets of the Company or a liquidation or dissolution of the
Company.
Under the Employment Agreements, disability has the meaning set
forth in Section 22(e)(3) of the Internal Revenue Code of 1983,
as amended.
Under the Employment Agreements, good reason means any of the
following taken without the Executives written consent and
provided (a)the Company receives, within 30 days following the
occurrence of any of the events set forth in clauses (i)through
(iv) below, written notice from the Executive specifying the
specific basis for the Executives belief that the Executive is
entitled to terminate employment for Good Reason, (b)the Company
fails to cure the event constituting Good Reason within 30 days
after receipt of such written notice thereof, and (c)the
Executive terminates employment within the earlier of 10 days
following expiration of such cure period or receipt from the
Company that such deficiencies will not be cured: (i)a material
change, adverse to the Executive, in the Executives position,
titles, offices or duties; (ii)an assignment of any significant
duties to the Executive that are inconsistent with the Executives
positions or offices held under this Agreement; (iii)a decrease
in base salary by more than 10% (other than in connection with a
general decrease in the base salary of all other officers); (iv)
relocation to a facility or a location more than 50 miles from
the then-current location.
The foregoing description of the Employment Agreement is a
summary, is not complete, and is qualified in its entirety by the
terms and conditions of the actual Employment Agreement, which is
filed as Exhibit 10.01 hereto.
| Item9.01 | Financial Statements and Exhibits. |
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Exhibit No. |
Description |
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| 10.01 | Form of Executive Employment Agreement. |
About AUDENTES THERAPEUTICS, INC. (NASDAQ:BOLD)
Audentes Therapeutics, Inc. is an early-stage biotechnology company. The Company is focused on developing and commercializing gene therapy products for patients suffering from serious, life-threatening rare diseases caused by single gene defects. The Company has a portfolio of product candidates, including AT132 for the treatment of X-Linked Myotubular Myopathy (XLMTM); AT342 for the treatment of Crigler-Najjar Syndrome (Crigler-Najjar); AT982 for the treatment of Pompe disease, and AT307 for the treatment of the CASQ2 subtype of Catecholaminergic Polymorphic Ventricular Tachycardia (CASQ2-CPVT). The Company’s subsidiary is Audentes Therapeutics UK Ltd. As of September 30, 2016, the Company had not generated any revenues. AUDENTES THERAPEUTICS, INC. (NASDAQ:BOLD) Recent Trading Information
AUDENTES THERAPEUTICS, INC. (NASDAQ:BOLD) closed its last trading session down -0.46 at 14.53 with 48,715 shares trading hands.