BIOAMBER INC. (NYSE:BIOA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement
BioAmber Canada Inc. (the “Company”) entered into a Separation and Consulting Agreement with Fabrice Orecchioni (the “Agreement”) effective October 24, 2017 (the “Termination Date”). The Agreement was made in connection with Mr. Orecchioni’s resignation as President and Chief Operations Officer of the Company, as more particularly described in Item 5.02 to this Current Report on Form 8-K (this “Report”).
to the Agreement, as consideration for a general release of claims against the Company and related parties, Mr.Orecchioni will be entitled to the following:
|
(a) |
immediate vesting of stock options, including restricted stock options, already granted as of his Termination Date and extension of the period during which he will have the right to exercise such stock options to five years; and |
|
(b) |
he will remain eligible to receive a discretionary cash bonus equal to up to 45% of his base salary in effect as at the Termination Date for the period from January 1st, 2017 until the Termination Date, less applicable withholdings and deductions required by law. |
In addition, Mr. Orecchioni will provide consulting services to the Company for a period of four months following the Termination Date (the “Period of Services”) in order to provide an orderly transition of his duties. Mr. Orecchioni will be paid a monthly consulting fee of US$29,500, plus applicable taxes and will be eligible to receive a discretionary incentive bonus equal to up to 45% of the consulting fees (before any applicable taxes and expenses) paid by the Company for the consulting services during the Period of Services subject to Mr. Orecchioni meeting certain consulting services performance objective as determined in the Company’s CEO’s sole and entire discretion. A non-competition and non-solicitation period will be in effect during the Period of Services and for a period of twelve months after the Period of Services.
The foregoing description of the Agreement is qualified in its entirety by the full text of the Agreement filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 5.02Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers.
On October 24, 2017, Mr. Orecchioni, the Company’s President and Chief Operations Officer, resigned from his employment with the Company and all officer and director positions held with the Company, its parents, subsidiaries, and affiliates.Mr. Orecchioni has not expressed any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.Mr. Orecchioni will provide consulting services to the Company for the Period of Services.
In connection with Mr.Orecchioni’s separation, the Company and Mr. Orecchioni entered into the Agreement, as more particularly described in Item 1.01 of this Report, a copy of which is attached to this Report as Exhibit 10.1.
A copy of the press release by the Company announcing the above described executive change is furnished with this report as Exhibit 99.1.
Item 9.01Financial Statements and Exhibits
(d) Exhibits
|
99.1 |
Press release of BioAmber Inc. issued October 24, 2017. |
BioAmber Inc. ExhibitEX-10.1 2 bioa-ex101_6.htm EX-10.1 bioa-ex101_6.htm Separation and Consulting Agreement ______________________________________________________________________________ THIS AGREEMENT made as of the 24th day of October,…To view the full exhibit click here
About BIOAMBER INC. (NYSE:BIOA)
BioAmber Inc. (BioAmber), formerly DNP Green Technology, Inc., is an industrial biotechnology company, which produces sustainable chemicals. The Company’s technology platform combines industrial biotechnology and chemical catalysis to convert renewable feedstocks into sustainable chemicals that are replacements for petroleum-derived chemicals, which are used in a range of everyday products, including plastics, food additives and personal care products. Its geographical segments include Europe and North America. Its product pipeline includes the derivatives of bio-succinic acid, such as 1,4 Butanediol (1,4 BDO) and tetrahydrofuran (THF), and succinic acid-based polyesters, and C6 building block chemicals, such as adipic acid, caprolactam and hexamethylenediamine (HMDA). Its products are used in various applications, including polyurethanes, resins and coatings, de-icing and coolant solutions, fine chemicals, lubricants, carpets, engineering plastics and artificial leather products.
