CERECOR INC. (NASDAQ:CERC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b), (c)and (e)
Chief Financial Officer Transition
On July12, 2018, Cerecor Inc. (the “Company”) entered into an employment agreement (the “Miller Employment Agreement”) with Joseph M. Miller for him to serve as the Company’s Chief Financial Officer, effective immediately, and as such he will serve as the Company’s principal financial and accounting officer.
From October2015 until its acquisition by Mallinckrodt plc in early 2018, Mr.Miller was the vice president of finance at Sucampo Pharmaceuticals,Inc., a global biopharmaceutical company. From 2006 to 2015, Mr.Miller was the Senior Director of Accounting, Americas of Qiagen N.V., a world-wide leader in sample and assay technologies, and prior to that, from 2004 to 2006, he served as the Vice President of Finance, Chief Financial Officer and Corporate Secretary of Eppendorf-5Prime,Inc., which was acquired by Qiagen in 2005. He holds a B.S. degree in Accounting from Villanova University and is a Certified Public Accountant.
Mr.Miller is 44 years old and has no familial relationships with any executive officer or director of the Company. There have been no transactions in which the Company has participated and in which Mr.Miller had a direct or indirect material interest that would be required to be disclosed under Item 404(a)of Regulation S-K.
to the Miller Employment Agreement, Mr.Miller commenced full-time employment with the Company on July12, 2018 at an initial base salary of $320,000 per year, subject to review and adjustment by the Board from time to time. The Compensation Committee of the Company has also granted Mr.Miller an option to purchase 105,000 shares of the Company’s common stock, which will vest over four years, and 45,000 restricted stock units, vesting in four equal annual increments, each as described in the Miller Employment Agreement. Mr.Miller will be eligible for discretionary annual bonus that may consist of cash and/or grants of equity awards of the Company, with a target bonus of 40% of his base salary.
Mr.Miller will be eligible to participate in the Company’s other employee benefit plans as in effect from time to time on the same basis as are generally made available to other senior executives of the Company.
If Mr.Miller’s employment is terminated by the Company without “Cause” or by Mr.Miller for “Good Reason” (each as defined in the Miller Employment Agreement), in each case subject to Mr.Miller entering into and not revoking a separation agreement in a form acceptable to the Company, Mr.Miller will be eligible to receive:
· full vesting of options awarded by the Company; and
· if he timely elects and remains eligible for continued coverage under COBRA, the COBRA premiums necessary to continue the health insurance coverage in effect for Dr.Calias and his covered dependents prior to the date of termination, until the earliest of (x)the first anniversary of his termination, (y)expiration of Dr.Calias’s continuation coverage under COBRA, or (z)the date when Dr.Calias is eligible for substantially equivalent health insurance.
Subsequent to any termination, Dr.Calias will be subject to a confidentiality covenant, a six-month non-competition covenant, and a one-year non-solicitation and non-interference covenant.
The foregoing summaries of the material terms of the Miller Employment Agreement, the Separation Agreement and the Calias Employment Agreement are qualified in their entirety by reference to the complete text of the agreements, copies of which are filed as Exhibit10.1, 10.2 and 10.3 hereto and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.