Blueprint Medicines Corporation (BPMC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Blueprint Medicines Corporation (BPMC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Employment Agreement withMarion Dorsch, Ph.D. as Chief Scientific
Officer

On November 9, 2016, Blueprint Medicines Corporation (the
Company) entered into an employment agreement with Marion Dorsch,
Ph.D. to which Dr. Dorsch will serve as Chief Scientific Officer
of the Company, effective November 21, 2016 (the Effective Date).
Dr. Dorsch will succeed Christoph Lengauer, Ph.D., MBA, who will
transition to the role of Executive Vice President effective as
of the Effective Date.

Prior to joining the Company, Dr. Dorsch, age 51, served as Vice
President of Biology at Agios Pharmaceuticals, Inc. (Agios). In
this role, she was responsible for novel target validation, drug
discovery, and biomarker strategy across Agios cancer, rare
genetic diseases and immuno-oncology portfolios. During her
tenure at Agios, Dr. Dorsch contributed to the successful
advancement of several molecules targeting defined genetic
lesions into clinical trials. Prior to joining Agios, Dr. Dorsch
was the Director of Cancer Biology at Sanofi Oncology, where she
oversaw drug discovery efforts. Earlier in her career, Dr. Dorsch
served as research project leader for sonidegib (Odomzo), now
approved in the United States and European Union for the
treatment of locally advanced basal cell carcinoma, at the
Novartis Institutes for Biomedical Research and also worked in
Inflammation Discovery at Millennium Pharmaceuticals, Inc. Dr.
Dorsch received her Ph.D. in Tumor Immunology from the Free
University of Berlin, Germany and was a postdoctoral fellow at
Columbia University in New York.

Dr. Dorschs employment agreement provides for at will employment.
to the terms of her employment agreement, Dr. Dorsch is entitled
to an annual base salary of $355,000 and will receive an initial
sign-on bonus of $150,000 upon the commencement of her employment
with the Company. Dr. Dorsch is also eligible for an annual
performance bonus targeted at 35% of her base salary (commencing
with a pro-rated bonus for 2016). to the terms of her employment
agreement, Dr. Dorsch will also be granted a stock option,
effective as of the Effective Date, to purchase 110,000 shares of
the Companys common stock at an exercise price per share equal to
the closing price of the Companys common stock on the date of
grant. The stock option will have a ten-year term and will vest
as to 25% of the shares underlying the stock option on the first
anniversary of the commencement of Dr. Dorschs employment with
the Company and as to an additional 1/48th of the shares
underlying the stock option monthly thereafter. Dr. Dorsch is
eligible to participate in the employee benefit plans generally
available to full-time employees, subject to the terms of those
plans. to the terms of her employment agreement, if Dr. Dorschs
employment is terminated by us without cause (as defined in her
employment agreement) or by Dr. Dorsch for good reason (as
defined in her employment agreement), and subject to Dr. Dorschs
execution of a release of potential claims against us, Dr. Dorsch
will be entitled to receive: (i) a lump sum in cash in an amount
equal to 12 months of base salary and (ii) a monthly cash payment
for 12 months for medical and dental benefits or Dr. Dorschs
COBRA health continuation period, whichever ends earlier.
However, in the event that Dr. Dorschs employment is terminated
by us without cause, or Dr. Dorsch terminates her employment with
us for good reason, in either case within 12 months following the
occurrence of a sale event (as defined in her employment
agreement), in lieu of the severance payments and benefits
described in the preceding sentence and subject to Dr. Dorschs
execution of a release of potential claims against us, Dr. Dorsch
will be entitled to receive: (i) a lump sum in cash in an amount
equal to the sum of 12 months of Dr. Dorschs base salary then in
effect plus Dr. Dorschs target annual incentive compensation for
the year in which the termination occurs, (ii) a monthly cash
payment for 12 months for medical and dental benefits or Dr.
Dorschs COBRA health continuation period, whichever ends earlier,
and (iii) full and immediate vesting and exercisability of all
time-based stock options and other time-based stock-based awards
held by Dr. Dorsch.

In connection with Dr. Dorschs appointment as Chief Scientific
Officer, Dr. Dorsch will enter into the Companys standard form of
indemnification agreement, a copy of which was filed as Exhibit
10.12 to the Companys Registration Statement on Form S-1 (File
No. 333-202938) filed with the Securities and Exchange Commission
on March 23, 2015. to the terms of the indemnification agreement,
the Company may be required, among other things, to indemnify Dr.
Dorsch for some expenses, including attorneys fees, judgments,
fines and settlement amounts incurred by her in any action or
proceeding arising out of her service as one of our officers. Dr.
Dorsch entered into a Non-Competition, Non-Solicitation,
Confidentiality and Assignment Agreement, effective as of the
Effective Date, that contains, among other things,
non-competition and non-solicitation provisions that apply during
the term of Dr. Dorschs employment and for 12 months thereafter.

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Dr. Dorsch has no family relationship with any of the executive
officers or directors of the Company. There are no arrangements
or understandings between Dr. Dorsch and any other person to
which she was appointed as an officer of the Company.

The foregoing description of the employment agreement with Dr.
Dorsch is qualified in its entirety by reference to the
complete text of such agreement, a copy of which is attached as
Exhibit 10.1 to this Current Report on Form 8-K.

Transition of Christoph Lengauer, Ph.D., MBA from Chief
Scientific Officer to Executive Vice President

On November 9, 2016, the Company also entered into a first
amendment to employment agreement with Dr. Lengauer to which
Dr. Lengauer shall transition from the role of Chief Scientific
Officer into the role of Executive Vice President effective as
of the Effective Date. In this role, Dr. Lengauer will drive an
integrated approach to progressing the Companys portfolio of
investigational drugs. to the terms of the amendment, Dr.
Lengauer will devote 50% of his full working time and efforts
to the business and affairs of the Company through December 31,
2016, and effective as of January 1, 2017, Dr. Lengauer will
devote 60% of his full working time and efforts to the business
and affairs of the Company and Dr. Lengauers annual base salary
will be reduced to $258,000.

The foregoing description of the first amendment to employment
agreement with Dr. Lengauer is qualified in its entirety by
reference to the complete text of such amendment, a copy of
which is attached as Exhibit 10.2 to this Current Report on
Form 8-K.

A copy of the Companys press release announcing Dr. Dorschs
appointment as Chief Scientific Officerand Dr. Lengauers
transition to Executive Vice President is attached as Exhibit
99.1 to this Current Report on Form 8-K.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Employment Agreement, dated November 9, 2016, by and
between Blueprint Medicines Corporation and Marion
Dorsch

10.2

First Amendment to Employment Agreement, dated November
9, 2016, by and between Blueprint Medicines Corporation
and Christoph Lengauer

99.1

Press release issued by Blueprint Medicines Corporation
on November 14, 2016

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