CEMPRA, INC. (NASDAQ:CEMP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02. Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers.

On June26, 2017, we entered into a Change in Control Severance
Agreement with David S. Zaccardelli, Pharm. D., our Acting Chief
Executive Officer, and also entered into an Amended and Restated
Change in Control Severance Agreement with each of Mark W. Hahn,
our Chief Financial Officer, David W. Oldach, M.D., our Chief
Medical Officer, and John D. Bluth, our Executive Vice President,
Investor Relations and Corporate Communications. We entered into
the severance agreements because, as announced, we are in the
process of exploring potential strategic business opportunities
to determine the best use of our significant cash resources and
clinical programs to deliver value to patients and shareholders
through internal and/or potential external opportunities. The
severance agreements are intended to provide an incentive to our
executive officers to remain with our company before and after
any transaction we might pursue. We believe that retaining the
knowledge and expertise of our current executive officers,
particularly related to solithromycin and our other product
candidates and their related clinical trials, is and will be
critical to maintaining the value of our companys assets both
while we explore business opportunities and after any such
transaction that we might undertake.

The terms of all of the severance agreements are identical other
than Dr.Zaccardellli will receive more salary and bonus than the
other executive officers in the event of a change in control
within 12 months of the execution of the severance agreement, as
noted below.

to the severance agreement, if the executive officers employment
is terminated without cause or the executive officer resigns for
good reason, but not in connection with a change in control of
our company (as defined in the severance agreement), then we will
pay the executive officer (i)an amount equal to the executive
officers then-current base salary for a period of 12 months,
(ii)a lump sum payment of a pro rata bonus based upon the
executive officers target bonus amount for the year of
termination, and (iii)the executive officers COBRA premiums for
the lesser of 12 months or until the executive officer becomes
eligible for insurance benefits from another employer (we also
have the option to pay a lump sum amount equal to such COBRA
payments). In addition, at our boards discretion, all or a
portion of the executive officers equity grants may become
immediately and fully exercisable and/or the exercise period for
any of executive officers vested options may be extended for 12
months following the termination date (but in no event beyond the
original expiration date of any such option).

to the severance agreement, if a change in control of our company
occurs either within 12 months or after 12 months of the
effective date of the severance agreement, and if the executive
officers employment is terminated without cause or the executive
officer resigns for good reason within 12 months of such change
in control, then we will pay the executive officer (i)an amount
equal to the executive officers then-current base salary for a
period of 18 months (24 months in the case of Dr.Zaccardelli) (if
the change of control occurred after 12 months of the effective
date of the severance agreement then the executive receives only
12 months of the executive officers then-current base salary),
(ii)a lump sum payment of one and one half times the executive
officers target bonus amount for the year of termination (two
times the target bonus in the case of Dr.Zaccardelli) (if the
change of control occurred after 12 months of the effective date
of the severance agreement then the lump sum payment is in the
amount of the executive officers target bonus amount for the year
of termination), and (iii)the executive officers COBRA premiums
for the lesser of 18 months (12 months if the change of control
occurred after 12 months of the effective date of the severance

agreement) or until the executive officer becomes eligible for
insurance benefits from another employer (we also have the option
to pay a lump sum amount equal to such COBRA payments). In
addition, all of the executive officers outstanding and unvested
stock options and other equity awards would become immediately
and fully exercisable and the exercise period for any of the
executive officers vested options will be extended for 12 months
following the termination date (but in no event beyond the
original expiration date of any such option). We also will
provide the executive officer with outplacement assistance for 18
months after the termination date (12 months if the change of
control occurred after 12 months of the effective date of the
severance agreement).

Each severance agreement has an initial term of five years and
will automatically renew thereafter for additional one-year terms
unless we provide the executive officer with notice of nonrenewal
at least 90 days prior to the end of the initial five-year term
or any additional one-year term, provided that if a change in
control occurs during the term then the term will expire on the
last day of the twelfth month after the month in which such
change in control occurred.

to the terms of the severance agreement, each executive officer
is subject to non-competition and non-solicitation provisions
that apply for a period of 12 months immediately following a
termination or cessation of employment for any reason (18 months
in the event of severance compensation to be paid in the event of
a change in control within 12 months of the effective date of the
severance agreement).

The foregoing description of the severance agreements is
qualified in its entirety by reference to the full and complete
terms contained therein, which are filed as Exhibits 10.1 and
10.2 to this report and are incorporated herein by reference.

Item9.01. Financial Statements and Exhibits.

CEMPRA, INC. Exhibit
EX-10.1 2 d373406dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 CHANGE IN CONTROL SEVERANCE AGREEMENT This Change in Control Severance Agreement (the “Agreement”) is made as of June 26,…
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About CEMPRA, INC. (NASDAQ:CEMP)

Cempra, Inc. is a clinical-stage pharmaceutical company. The Company is focused on developing differentiated antibiotics for the acute care and community settings to meet medical needs in the treatment of bacterial infectious diseases, particularly respiratory tract infections and chronic staphylococcal infections. The Company’s lead product, solithromycin (CEM-101), is being developed in oral capsules, intravenous (IV), and suspension formulations, for the treatment of community-acquired bacterial pneumonia (CABP), as well as for the treatment of gonorrhea and other indications. Solithromycin has therapeutic potential and the spectrum of activity to target pathogenic bacteria. The Company also focuses on developing Taksta, which is an antibiotic known as fusidic acid, and is indicated as an oral treatment of acute bacterial skin and skin structure infections (ABSSSI).