DELMAR PHARMACEUTICALS, INC. (NASDAQ:DMPI) 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 May 21, 2018, DelMar Pharmaceuticals, Inc. (the “Company”) and Saiid Zarrabian, the Company’s interim President and Chief Executive Officer and a current member of the Board, entered into an employment agreement (the “Agreement”) to which Mr. Zarrabian was appointed as the Company’s President and Chief Executive Officer. Under the Agreement, Mr. Zarrabian will receive an annual base salary of $470,000 and will be eligible to receive a fiscal year target bonus of up to 50% of base salary (which may be adjusted by the Board to up to 60% of base salary based on overachievement of bonus targets or other performance criteria). Any bonus earned for a fiscal year will be payable in cash, but the Board may pay up to 50% of the bonus, as well as any bonus in excess of 50% of base salary, in the form of stock options granted under the Company’s 2017 Omnibus Equity Incentive Plan (the “Equity Plan”) (or any successor plan). The bonus for the Company’s fiscal year ending June 30, 2019 will be based on the period from the effective date of the Agreement (May 21, 2018) (the “Effective Date”) through June 30, 2019.
Under the Agreement, Mr. Zarrabian was granted a stock option under the Equity Plan with respect to 836,465 shares of the Company’s common stock at an exercise price of $0.9825 (the closing price of the Company’s common stock on the Effective Date). The option grant will vest and become exercisable with respect to 1/6th of the shares covered by the option on the six-month anniversary of the Effective Date, and as to the remaining shares covered by the option on a monthly basis over the succeeding thirty months. The options will become fully vested effective immediately prior to the consummation of a “Change in Control” (as defined in the Agreement). The Board, in its discretion, may grant Mr. Zarrabian additional annual stock option grants, subject to the same vesting schedule, with respect to 1.0% of the Company’s then outstanding shares as of the date of grant, up to an aggregate of 6.0% of outstanding shares. To the extent possible, all options will be granted as “incentive stock options” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Mr. Zarrabian will be provided Company-paid life insurance with a death benefit of up to $2.5 million, thirty vacation days per annum, and benefits under plans made available to other employees and executives of the Company.
In the event of Mr. Zarrabian’s involuntary termination of employment without “Cause” or resignation for “Good Reason” (as such terms are defined in the Agreement), he will, subject to certain conditions, be entitled to:
| ● | Continued payment of his base salary for 12 months; |
| ● | A prorated bonus for the year of termination based on performance through the date of termination, as well as any bonus earned for the year preceding the year of termination; |
| ● | An additional six months’ of vesting credit for any outstanding options; and |
| ● | Continued health coverage during the severance period. |
In the event that an involuntary termination as described above occurs during a period beginning sixty days before a definitive corporate transaction agreement is entered into that would result in a Change in Control of the Company or within twelve months following a Change in Control of the Company, the severance period will increase to eighteen months’ severance, Mr. Zarrabian will receive 50% of his target bonus, and his options will be fully vested.
The preceding summary of the Agreement is qualified in its entirety by reference to the text of the Agreement, a copy of which is filed as Exhibit 10.1 to this report.
A copy of the Company’s press release related to Mr. Zarrabian’s appointment as Chief Executive Officer of the Company is being furnished as Exhibit 99.1 to this report.
Item 9.01. Exhibits.
DelMar Pharmaceuticals, Inc. ExhibitEX-10.1 2 f8k0518ex10-1_delmar.htm EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is entered into effective as of May 21,…To view the full exhibit click here
About DELMAR PHARMACEUTICALS, INC. (NASDAQ:DMPI)
DelMar Pharmaceuticals, Inc. is a clinical-stage drug development company. The Company focuses on the treatment of cancer. The Company is engaged in conducting clinical trials in the United States with its product candidate, VAL-083, as a treatment for glioblastoma multiforme (GBM), a form of brain cancer. VAL-083 is being evaluated in a Phase II clinical trial for the treatment of refractory GBM. In addition to its clinical development activities in the United States, the Company has obtained certain commercial rights to VAL-083 in China where it is approved as a chemotherapy for the treatment of chronic myelogenous leukemia (CML) and lung cancer. Its drug discovery research focuses on identifying validated clinical and commercial-stage compounds, and establishing a scientific rationale for development in orphan drug indications. VAL-083 is an alkylating agent, which crosses the blood-brain-barrier (BBB).
