BIOLIFE SOLUTIONS, INC. (NASDAQ:BLFS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 13, 2017, BioLife Solutions, Inc. (the “Company”) entered into new employment agreements with Michael Rice, Aby J. Mathew, Ph.D., Roderick de Greef, Karen Foster, Todd Bernard and James Mathers, each to continue to serve in their respective roles with the Company (collectively, the “Employment Agreements”). The Employment Agreements, which are effective as of January 1, 2018, are not for a definite time period, but rather, will continue until terminated in accordance with their respective terms. to the Employment Agreements, the executive officers will earn the following base salaries: Mr. Rice will earn $450,000 per year, Mr. Mathew will earn $365,000 per year, Mr. de Greef will earn $350,000 per year, Ms. Foster will earn $310,000 per year, Mr. Bernard will earn $230,000 per year and Mr. Mathers will earn $220,000 per year plus a sales commission of 0.75% of net revenue. In addition to their base salaries, each of the executive officers will be entitled to a cash bonus at the discretion of the Company’s Board of Directors, triggered upon the attainment by the Company of certain performance based objectives.
Upon termination without “Cause” (other than by reason of death or disability) or resignation for “Good Reason,” the executive officers will receive the following severance payments:
Mr. Rice will be entitled to a lump sum payment equal to 12 months’ salary and an amount equal to the cost of 12 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up with respect to such premiums; provided that if Mr. Rice’s employment is terminated without “Cause” upon or within 90 days following a “Change in Control,” Mr. Rice is entitled to a lump sum payment equal to 24 months’ salary and an amount equal to the cost of 24 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up with respect to such premiums.
Mr. Mathew will be entitled to a lump sum payment equal to 12 months’ salary and an amount equal to the cost of 12 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up with respect to such premiums; provided that if Mr. Mathew’s employment is terminated without “Cause” upon or within 90 days following a “Change in Control,” Mr. Mathew is entitled to a lump sum payment equal to 12 months’ salary and an amount equal to the cost of 12 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up with respect to such premiums.
Mr. de Greef will be entitled to a lump sum payment equal to 12 months’ salary and an amount equal to the cost of 12 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up with respect to such premiums; provided that if Mr. de Greef’s employment is terminated without “Cause” upon or within 90 days following a “Change in Control,” Mr. de Greef is entitled to a lump sum payment equal to 18 months’ salary and an amount equal to the cost of 18 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up with respect to such premiums.
Ms. Foster will be entitled to a lump sum payment equal to 6 months’ salary and an amount equal to the cost of 6 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up with respect to such premiums; provided that if Ms. Foster’s employment is terminated without “Cause” upon or within 90 days following a “Change in Control,” Ms. Foster is entitled to a lump sum payment equal to 12 months’ salary and an amount equal to the cost of 12 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up with respect to such premiums.
Mr. Bernard will be entitled to a lump sum payment equal to 6 months’ salary and an amount equal to the cost of 6 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up with respect to such premiums; provided that if Mr. Bernard’s employment is terminated without “Cause” upon or within 90 days following a “Change in Control,” Mr. Bernard is entitled to a lump sum payment equal to 6 months’ salary and an amount equal to the cost of 6 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up with respect to such premiums.
Mr. Mathers will be entitled to a lump sum payment equal to 6 months’ salary and an amount equal to the cost of 6 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up with respect to such premiums; provided that if Mr. Mathers’ employment is terminated without “Cause” upon or within 90 days following a “Change in Control,” Mr. Mathers is entitled to a lump sum payment equal to 6 months’ salary and an amount equal to the cost of 6 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up with respect to such premiums.
In addition to the foregoing, any outstanding unvested securities of the executive officers will vest in the case of death, disability, termination without “Cause” or resignation for “Good Reason.”
The Employment Agreements each contain a covenant of the executive officer not to compete with the Company or solicit the Company’s employees, customers or suppliers for a period of one year after the date of termination.
The foregoing summary of the Employment Agreement is qualified in its entirety by reference to the text of the Employment Agreements, copies of which will be attached as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
On December 14, 2017, Mr. Rice adopted a stock trading plan in accordance with Rule10b5-1of the Securities Exchange Act of 1934, as amended. Under Rule10b5-1,directors, officers and other employees who are not in possession of materialnon-publicinformation may adopt apre-arrangedplan or contract for the sale of company securities under specified conditions and at specified times. Mr. Rice has served as President & CEO of the Company since 2006 and has never sold any shares. The purpose of Mr. Rice’s 10b5-1 plan is to provide Mr. Rice with liquidity and investment diversification. In accordance with the10b5-1rules, Mr. Rice will have no discretion over the sales of shares of common stock under his plan. Under Mr. Rice’s 10b5-1 plan, up to 150,480 shares of the Company’s common stock will be sold into the marketplace, subject to satisfaction of certain conditions, but in no event shall more than 12,540 shares be sold in any 30 day period. It is expected that sales under the 10b5-1 planwill commence on or about January 15, 2018 and will be completed by December 31, 2018. If all of the planned shares are sold, this represents approximately 12% of Mr. Rice’s holdings.
Any transactions under the10b5-1plan will be disclosed publicly through Form 4 filings with the Securities and Exchange Commission when due. Except as may be required by law, the Company does not undertake to report10b5-1trading plans by other officers or directors of the Company in the future, or to report modifications or terminations of any such plans, whether or not the plan was publicly announced, except to the extent required by law.
About BIOLIFE SOLUTIONS, INC. (NASDAQ:BLFS)
BioLife Solutions, Inc. (BioLife) is engaged in the developing, manufacturing and marketing a portfolio of biopreservation tools and services for cells, tissues and organs, including clinical grade cell and tissue hypothermic storage and cryopreservation freeze media and a related cloud hosted biologistics cold chain management application for shippers. The Company’s product offerings include hypothermic storage and cryopreservation freeze media products for cells, tissues, and organs; generic blood stem cell freezing and cell thawing media products; custom product formulation and custom packaging services; cold chain logistics services incorporating precision thermal packaging products and cloud-hosted Web applications, and contract aseptic manufacturing formulation, fill and finish services of liquid media products. Its products include HypoThermosol FRS, CryoStor, BloodStor, Cell Thawing Media, PrepaStor and biologistex cold-chain management service.