ContraFect Corporation (NASDAQ:CFRX) 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.
On September28, 2017, the Board of Directors (the “Board”) of ContraFect Corporation (the “Company”) appointed Lisa R. Ricciardi as the Company’s Chief Operating Officer (the “Appointment”), effective as of the date that Ms.Ricciardi commences employment with the Company. Ms.Ricciardi will also continue to serve as a director of the Company.
Effective immediately upon the effectiveness of the Appointment, Ms.Ricciardi will be removed from the Compensation Committee of the Board and the Nominating and Corporate Governance Committee of the Board and will no longer be entitled to receive compensation as a non-employee director of the Company.
Under the terms of a letter agreement between Ms.Ricciardi and the Company dated October4, 2017 (the “Letter Agreement”) entered into in connection with the Appointment, Ms.Ricciardi is entitled to receive base salary payments at an annualized rate of $460,000 and an annual performance based target bonus equal to 50% of her annual base salary. Additionally, Ms.Ricciardi is entitled to be granted an option under the Company’s 2014 Omnibus Incentive Plan to purchase 250,000 shares of the Company’s common stock with a per share exercise price equal to the closing price per share of the Company’s common stock on the date of grant. The option will vest, subject to Ms.Ricciardi’s continued service with the Company, as to 6.25% of the total number of shares underlying such option at the end of each quarter following the date of grant, such that the option shall be vested as to all shares on the fourth anniversary of the date of grant.
Under the terms of the Letter Agreement, if Ms.Ricciardi’s employment is terminated without “cause” or she resigns for “good reason,” she will receive the following benefits, subject to the execution and non-revocation of a release of claims: (1)a severance payment in an amount equal to 18 months of her then current annual base salary plus an amount equal to 150% of her then-current target bonus; (2)accelerated vesting of 50% of unvested stock options; and (3)a payment equal to 18 months of applicable health insurance premiums (inclusive of dental and vision insurance) due under COBRA.
The foregoing summary of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.02. Financial Statements and Exhibits.
(d) Exhibits
CONTRAFECT Corp ExhibitEX-10.1 2 d443911dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 28 Wells Avenue,…To view the full exhibit click here
