Calithera Biosciences, Inc. (NASDAQ:CALA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Severance and Change in Control Benefit Plan
On August28, 2017, the Compensation Committee of the Board of Directors of Calithera Biosciences, Inc. approved a Severance Benefit Plan, or the Severance Plan, for certain of our officers, including our “named executive officers” (as defined in Item402(a)(3) of Regulation S-K promulgated by the Securities and Exchange Commission). Upon acceptance by a participant, the Severance Plan supersedes the participant’s existing severance agreements that would otherwise apply upon qualifying terminations of employment.
Under the Severance Plan, upon a termination of a participant’s employment by us without “cause” or the resignation by a participant for “good reason” (each of the terms “cause” and “good reason” as defined in the Severance Plan) (each, a “Qualifying Termination”), participants in the Severance Plan will be entitled to receive the following severance benefits:
| • | a cash payment equal to the sum of (a)either 9, 12 or 18 months of the participant’s monthly base salary (each, a “Severance Term”), and (b)⁄ of the participant’s target annual bonus in the year of termination multiplied by the applicable Severance Term; |
| • | company-paid COBRA premiums for continued health insurance for the number of months equal to the applicable Severance Term; and |
| • | if the Qualifying Termination is immediately prior to the closing of, or 12 months following, a “change in control” (as defined in the Severance Plan), accelerated vesting of all of the participant’s then-outstanding equity awards. |
Receipt of the foregoing benefits is subject to the participant’s execution and non-revocation of a release of claims against us and continued compliance with certain restrictive covenants.
The applicable Severance Term is set forth in the table below.
|
Title |
WithoutChange in Control | WithChange in Control |
|
Chief Executive Officer |
12months | 18months |
|
Senior Vice Presidents |
12months | 12months |
|
Vice Presidents |
9months | 9months |
In addition, if any payments or benefits that a participant would receive in connection with a change in control would constitute a “parachute payment” within the meaning of Section280G of the Internal Revenue Code, and such payments would be subject to the excise tax imposed by Section4999 of the Internal Revenue Code, then such payments will either be (a)provided to the participant in full or (b)reduced to such lesser amount that would result in no portion of such payments being subject to the excise tax, whichever amount after taking into account all applicable taxes, including the excise tax, would result in the participant’s receipt, on an after-tax basis, of the greatest amount of such payments.
The foregoing description is qualified in its entirety by reference to the Severance Plan, which will be filed as an exhibit to our Quarterly Report on Form 10-Q for the period ending September30, 2017.
About Calithera Biosciences, Inc. (NASDAQ:CALA)
Calithera Biosciences, Inc. is a clinical-stage pharmaceutical company. The Company focuses on discovering and developing small molecule drugs directed against tumor and immune cell targets that control key metabolic pathways in the tumor microenvironment. It is engaged in developing agents that take advantage of the metabolic requirements of tumor cells and cancer-fighting immune cells, such as cytotoxic T-cells. Its lead product candidate, CB-839, is a critical enzyme in tumor cells. Its other product candidate, CB-1158, which is an enzyme that depletes the amino acid arginine, a key metabolic nutrient for T-cells. Its lead preclinical program in tumor immunology is directed at developing inhibitors of the enzyme arginase and may provide a therapeutic agent for the target. CB-839 is a selective, reversible and orally bioavailable inhibitor of human glutaminase. Hexokinase is an enzyme in the pathway that allows cancer cells to convert glucose to energy to fuel cancer cell growth.