CRISPR THERAPEUTICS AG (NASDAQ:CRSP) 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
In connection with Mr.Tomsicek’s appointment to the position of Senior Vice President and Chief Financial Officer, the Company’s wholly owned subsidiary, CRISPR Therapeutics, Inc (“CRISPR Inc.”), entered into a Employment Agreement (the “Employment Agreement”) with Mr.Tomsicek dated November13, 2017.
Under the Employment Agreement, Mr.Tomsicek will receive an annual salary of $380,000 and he will be eligible to participate in the Company’s annual bonus program, with a target bonus of 40% of his base salary. Mr.Tomsicek bonus for 2017 will be pro-rated to reflect his start date with the Company. Mr.Tomsicek will also be eligible to participate in the Company’s Amended and Restated 2016 Stock Option and Incentive Plan, and will receive an inaugural, one-time grant of options to purchase 180,000 of the Company’s common shares (the “Equity Award”). Twenty-five percent of the Equity Award will vest on November13, 2018, and the remaining seventy-five percent of the Equity Award will vest ratably on a monthly basis over the following three years, subject, in each case, to Mr.Tomsicek’s continued employment with CRISPR Inc., the Company or any other subsidiary of the Company. Mr.Tomsicek will also receive a one-time payment of $50,000, which is subject to forfeiture in the event Mr.Tomsicek’s employment with the Company is terminated for any reason within the first year of his employment. Mr.Tomsicek will be eligible to participate in the Company’s 401(k) plan, health plans and other benefits on the same terms as all other Company employees.
Under the Employment Agreement, in the event we terminate his employment without Cause, or Mr.Tomsicek resigns for Good Reason (both as defined in the Employment Agreement), the terminating party will be required to give six months’ notice (the “Notice Period”). During the Notice Period, Mr.Tomsicek shall continue to be entitled to all compensation under the Employment Agreement, and all stock options and stock based awards shall continue to vest from the date notice of termination is given until the last day of the Notice Period. In addition, Mr.Tomsicek will be entitled to receive a pro-rated bonus for the duration of the Notice Period.
No later than fifteen days following the delivery of notice by us to Mr.Tomsicek of a termination without Cause or the delivery of a notice of resignation by Mr.Tomsicek for Good Reason, Mr.Tomsicek will be placed on “garden leave.” During this period of garden leave, Mr.Tomsicek may enter into consulting arrangements and accept board positions with other companies and will be allowed to engage in other employment, so long as that employment doesn’t interfere with his obligations under the Employment Agreement. However, Mr.Tomsicek will continue to be entitled to all compensation under the Employment Agreement through the garden leave period, which terminates at the end of the Notice Period.
If Mr.Tomsicek’s employment is terminated by us without Cause or by Mr.Tomsicek for Good Reason, in each case, within 12 months following a Change in Control (as defined in the Employment Agreement), the Notice Period will become 12 months and all equity awards held by Mr.Tomsicek on such date that the notice of
termination or resignation is delivered will vest, or similar other restrictions will expire, and such awards become exercisable or nonforfeitable, subject to his execution of a release of any claims in favor of us. However, in the event we determine at the time of the Change in Control, based upon an opinion of counsel, that the acceleration described in the preceding sentence is not permissible under applicable law, all stock options and stock-based awards held by Mr.Tomsicek as of the date of the Change in Control, shall vest and become exercisable or nonforfeitable as of the date of the Change in Control.
There are no transactions between Mr.Tomsicek and the Company and there is no arrangement or understanding between Mr.Tomsicek and any other persons or entities to which Mr.Tomsicek was appointed as officer of the Company.
The full text of the press release announcing Mr.Tomsicek’s appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
On November10, 2017, the Company issued a press release entitled “CRISPR Therapeutics Highlights New Additions to Portfolio of Allogeneic CRISPR-based CAR-T Therapies at SITC Annual Meeting.” A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
On November13, 2017, the Company issued a press release entitled “CRISPR Therapeutics and Casebia Collaborate with CureVac on mRNA for Gene-Editing Programs.” A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
| Item 5.02. | Financial Statements and Exhibits. |
(d)Exhibits:
CRISPR Therapeutics AG ExhibitEX-99.1 2 d407565dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 CRISPR Therapeutics Announces Appointment of Michael Tomsicek as Chief Financial Officer ZUG,…To view the full exhibit click here
About CRISPR THERAPEUTICS AG (NASDAQ:CRSP)
Crispr Therapeutics AG is a Switzerland-based gene-editing company. The Company focuses on the development of transformative gene-based medicines for serious diseases using its Clustered Regularly Interspaced Short Palindromic Repeats (CRISPR)/Cas9 gene-editing platform. CRISPR/Cas9 can be programmed to cut, edit and correct disease-associated deoxyribonucleic acid (DNA) in a patient’s cell. The location at which the Cas9 molecular scissors cut the DNA to be edited is specified by guide ribonucleic acid (RNA), which is comprised of a crRNA component and a tracrRNA component, either individually or combined together as a single guide RNA. The Company has business operations in London, the United Kingdom, as well as research and development operations in Cambridge, the United States.