Curis, Inc. (CRIS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Director Election
On November 11, 2016, the Board of Directors (Board) of Curis,
Inc. (the Company) elected Lori A. Kunkel, M.D., to serve as a
class II director until the 2019 Annual Meeting of Stockholders
and thereafter until her successor is duly elected and qualified.
Dr.Kunkel will receive compensation for her board service as
anon-employee director commensurate with the Companys
previously-disclosed director compensation program, including a
one-time nonqualified stock optionunder the Amended and Restated
2010 Stock Incentive Plan, as amended (the 2010 Plan) to purchase
25,000 shares of the Companys Common Stock with an exercise price
equal to the closing price of the Companys Common Stock on the
Nasdaq Global Market on the grant date. The option will become
exercisable as to 25% of the shares underlying the option on the
first anniversary of the grant date and as to an additional 6.25%
of the shares underlying the option at the end of each
three-month period thereafter, until the option is fully
exercisable on the fourth anniversary of the grant date.
Exercisability is subject to Dr.Kunkels continued service on the
Board. The option will expire 10 years from the date of grant.
In addition, on November 11, 2016, Dr. Kunkel entered into an
indemnification agreement (the Indemnification Agreement) with
the Company. The Indemnification Agreement is substantially
identical to the form of indemnification agreement that the
Company has entered into with its other non-employee directors
and provides that Dr. Kunkel:
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shall be indemnified by the Company against all expenses, including attorneys fees, and, to the extent permitted by law, amounts paid in settlement incurred in connection with any litigation or other legal proceeding, other than an action by or in the right of the Company, brought against her by virtue of her position as a director if she acted in good faith and in a manner she reasonably believed to be in, or not opposed to, the Companys best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe her conduct was unlawful; and |
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shall be indemnified by the Company against all expenses, including attorneys fees, and, to the extent permitted by law, amounts paid in settlement incurred in connection with any action by or in the right of the Company brought against her by virtue of her position as a director of the Company if she acted in good faith and in a manner she reasonably believed to be in, or not opposed to, the Companys best interests, except that no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the Company, unless a court determines that, despite such adjudication but in view of all of the circumstances, she is entitled to indemnification of such expenses. |
Notwithstanding the foregoing, to the extent that Dr.Kunkel has
been successful, on the merits or otherwise, she is required to
be indemnified by the Company against all expenses, including
attorneys fees, incurred in connection with defending any
proceeding to the extent that the Company does not assume the
defense of such proceeding. Expenses shall be advanced to
Dr.Kunkel, provided that she undertakes to repay the amount
advanced if it is ultimately determined that she is not entitled
to indemnification for such expenses.
Indemnification is required to be made unless the Company
determines that the applicable standard of conduct required for
indemnification has not been met. As a condition precedent to the
right of indemnification, Dr.Kunkel must give notice to the
Company of the action for which indemnity is sought and the
Company has the right to participate in such action or assume the
defense thereof.
The foregoing description of the Indemnification Agreement is
qualified in its entirety by the full text of the form of
indemnification agreement by and between the Company and each
non-employee member of its Board of Directors, which is
incorporated herein by reference to Exhibit10.9 to the Companys
Annual Report on Form 10-K for the year ended December 31, 2015,
filed with the SEC on February 29, 2016.
to the terms of a Consulting Agreement dated August 21, 2013 by
and between the Company and D2D, LLC, a limited liability company
owned by Dr. Kunkel (as amended, the D2D Consulting Agreement),
Dr. Kunkel served as a consultant to the Company in the area of
oncology clinical evaluation and development. The Company and Dr.
Kunkel terminated the D2D Consulting Agreement on June 30, 2015,
and entered into a Consulting Agreement by and between the
Company and Dr. Kunkel on July 1, 2015 (the Kunkel Consulting
Agreement). The Company and Dr. Kunkel terminated the Kunkel
Consulting Agreement in connection with her election as a member
of the Board of Directors.From January 1, 2015 through the date
of this report, to the D2D Consulting Agreement and the Kunkel
Consulting Agreement, Dr. Kunkel has received aggregate payments
from the Company of $185,400 and received options in connection
with the Kunkel Consulting Agreement to purchase an aggregate of
150,000 shares of the Companys common stock at a weighted average
exercise price of $3.33 per share.
Item8.01. |
Other Events. |
On November 14, 2016, the Company issued a press release
announcing the appointment of Dr.Kunkel. The full text of the
press release issued in connection with this announcement is
attached as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Item9.01. |
Financial Statements and Exhibits. |
(d) |
Exhibits |
The Exhibits to this Current Report on Form 8-K are listed in the
Exhibit Index attached hereto.
About Curis, Inc. (CRIS)