AVADEL PHARMACEUTICALS PLC (NASDAQ:AVDL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 5, 2017, Avadel Management Corporation (the "Employer"), an indirect wholly owned subsidiary of Avadel Pharmaceuticals plc (the "Company"), entered into an employment agreement with Michael F. Kanan (the "Kanan Employment Agreement") to which Mr. Kanan will be employed as the Senior Vice President and Chief Financial Officer of the Employer and the Company. The Kanan Employment Agreement replaces the employment agreement dated as of May 23, 2016 between Mr. Kanan, on the one hand, and Avadel Legacy Pharmaceuticals, LLC (formerly known as Éclat Pharmaceuticals LLC) and Flamel Technologies S.A. (which merged into the Company on December 31, 2016), on the other hand.

The Kanan Employment Agreement has a one-year term, subject to automatic one-year extensions unless either the Employer or Mr. Kanan gives notice of non-renewal before the end of the applicable term. to the Kanan Employment Agreement, Mr. Kanan will receive an annual base salary of $357,500, subject to annual review and increase in the sole discretion of the Employer, and will be eligible to receive an annual bonus of up to 40% of his base salary based on achievement by Mr. Kanan of certain business and individual performance objectives as well as the performance of the Company against its objectives. Mr. Kanan may be granted equity-based awards under the Company's equity incentive plans or similar programs maintained by the Company in effect from time to time in the discretion of the Company.

The Kanan Employment Agreement provides that Mr. Kanan will receive an automobile allowance of $1,000 per month . Mr. Kanan will also be subject to certain customary covenants relating to confidentiality and non-disparagement as well as non-solicitation of employees, contractors, customers and suppliers.

Under the Kanan Employment Agreement, if Mr. Kanan's employment is terminated, other than within six months before or 18 months after a change in control of either the Employer or the Company, by Mr. Kanan for good reason (as defined in the Kanan Employment Agreement) or by the Company other than for cause (as defined in the Kanan Employment Agreement), he will be entitled to a severance payment equal to the sum of (i) 1.0 times his then-current annual base salary; (ii) all accrued but unpaid bonuses for any completed fiscal year and vacation pay, expense reimbursement and other benefits due under Company benefit plans, policies and arrangements; and (iii) if Mr. Kanan elects continuation coverage to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Company will pay the premiums for such coverage (at coverage levels in effect immediately prior to termination) until the earlier of: (A) the expiration of 12 months after the termination of employment or (B) the date he becomes covered under similar plans of any subsequent employer or is otherwise ineligible for COBRA.

If Mr. Kanan's employment is terminated, within six months before or 18 months after a change in control of either the Employer or the Company, by Mr. Kanan for good reason or by the Company other than for cause (including non-renewal by the Company), he will be entitled to severance benefits as follows: (i) the Employer will pay Mr. Kanan the amounts provided in items (i) and (iii) in the prior paragraph (such amounts, the "Severance Indemnity") plus (x) his target bonus for the fiscal year in which the change of control occurs, or (y) his target bonus for the fiscal year in which the termination of employment occurs; or (z) his actual bonus during the calendar year prior to the calendar year during which the termination of employment occurs, whichever of (x), (y) or (z) is highest; (ii) the Employer will pay Mr. Kanan the payments described in item (ii) of the prior paragraph; and (iii) upon the later of the change in control or the termination of Mr. Kanan's employment, he shall become immediately vested in full in all outstanding unvested rights under equity awards, including without limitation stock option awards and agreements and unvested or unissued rights to "free shares," restricted share awards and similar rights, to the extent such rights and awards would have vested based solely on his continued employment and the vesting of such rights and awards does not cause any violation of Section 409A of the Internal Revenue Code.

Mr. Kanan's receipt of the Severance Indemnity (whether or not the applicable termination of employment occurs within six months before or 18 months after a change in control of either the Employer or the Company) will be subject to his execution and delivery of a separation and release agreement acceptable to the Company to which, among other things, he will release all claims against the Company and its affiliates.

The foregoing summary of certain terms of the Kanan Employment Agreement is qualified in its entirety by the terms of the definitive copy thereof which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2017 and is incorporated herein by reference.