Clovis Oncology, Inc. (NASDAQ:CLVS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers.
On July6, 2017, Clovis Oncology, Inc. (the“Company”) entered into an employment agreement (the“Employment Agreement”) with Daniel W. Muehl, to which he will continue to serve as the Company’s Senior Vice President of Finance and the principal financial and accounting officer of the Company. The Employment Agreement with Mr.Muehl is substantially similar to the employment agreements with the Company’s other named executive officers (other than Patrick Mahaffy), and the Company entered into the Employment Agreement with Mr.Muehl to align the terms and conditions of his employment with those applicable to such individuals.
to the Employment Agreement, Mr.Muehl will continue to serve as the Company’s Senior Vice President of Finance and the principal financial and accounting officer of the Company for an indefinite term. The Employment Agreement provides that Mr.Muehl will receive a base salary of $375,000 per year and will be eligible to receive an annual incentive bonus award up to 40% of base salary. If Mr.Muehl’s employment is terminated by the Company without “cause,” by Mr.Muehl for “good reason,” or as a result of Mr.Muehl’s death or “disability” (as such terms are defined in the Employment Agreement), Mr.Muehl will, subject to his execution of a general release in favor of the Company and his continued compliance with the restrictive covenants to which he is subject, be entitled to receive the following payments and benefits: (i)any “accrued obligations” (as such term is defined in the Employment Agreement); (ii)any unpaid annual bonus with respect to the previous completed fiscal year; and (iii)in the case of a termination by the Company without “cause” or by Mr.Muehl for “good reason” only, (x)continuation of his then-current base salary during the “severance period” (as such term is defined in the Employment Agreement and described below) and (y)monthly payments of an applicable percentage (the percentage of employee health care premium costs covered by the Company as of the date of termination) of his COBRA premiums during the “severance period.” For purposes of the Employment Agreement, the term “severance period” generally means six months, except that the severance period will increase to twelve months in the case of a termination by the Company without “cause” or by Mr.Muehl for “good reason,” if such termination occurs within twelve months following a “change in control” (as defined in the Employment Agreement). Additionally, in the event that such termination occurs within twelve months following a “change in control,” Mr.Muehl will also be entitled to (i)accelerated vesting of all outstanding equity awards; and (ii)an amount equal to his then-current target bonus, payable in equal monthly installments during the “severance period.” In such a circumstance, Mr.Muehl will also be entitled to a gross-up payment for payments that result in an excise tax imposed by Section4999 of the Internal Revenue Code, subject to a maximum gross-up payment of $2,000,000.
In consideration for the payments and benefits provided under the Employment Agreement, Mr.Muehl is subject to certain restrictive covenants during the term of his employment and thereafter, including customary non-compete restrictions that apply for six months post-termination and customary non-solicitation restrictions with respect to employees and customers that apply for twelve months post-termination.
The foregoing description is qualified in its entirety by reference to the Employment Agreement, which is attached hereto as Exhibit 10.1 under Item 5.02 of this Form 8-K and is incorporated herein by reference.
Item 5.02. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
Description |
| 10.1 | Employment Agreement, dated as of July 6, 2017, by and between Clovis Oncology, Inc. and Daniel W. Muehl |
Clovis Oncology, Inc. ExhibitEX-10.1 2 d423104dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 6th day of July 2017,…To view the full exhibit click here
About Clovis Oncology, Inc. (NASDAQ:CLVS)
Clovis Oncology, Inc. is a biopharmaceutical company focused on acquiring, developing and commercializing anti-cancer agents in the United States, Europe and other international markets. The Company is developing approximately three product candidates: Rociletinib, Rucaparib and Lucitanib. Rociletinib is an oral epidermal growth factor receptor (EGFR), mutant-selective covalent inhibitor that is under review with the United States and European regulatory authorities for the treatment of non-small cell lung cancer (NSCLC) in patients with activating EGFR mutations, as well as the resistance mutation, T790M. Rucaparib is an oral inhibitor of poly (ADP-ribose) polymerase (PARP) that is in advanced clinical development for the treatment of ovarian cancer. Lucitanib is an oral inhibitor of the tyrosine kinase activity of vascular endothelial growth factor receptors 1-3 (VEGFR1-3) and platelet-derived growth factor receptors alpha and beta (PDGFR a/b).
