Eagle Pharmaceuticals,Inc. (NASDAQ:EGRX) 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 January7, 2018, in addition to the approval of certain other compensatory arrangements, the board of directors, or the Board, of Eagle Pharmaceuticals,Inc., or the Company, upon recommendation by the compensation committee of the Board, approved the following new types of equity-based incentive awards for certain Company employees, including the following executive officers:
· Adrian J. Hepner, M.D., Ph.D., the Executive Vice President and Chief Medical Officer; and
· Steven L. Krill, Ph.D., the Executive Vice President and Chief Scientific Officer.
Performance-Based Restricted Stock Units
The Board approved grants of the following performance-based restricted stock units, or PSUs, to the Company’s executive officers:
|
Name |
TargetPSUAward |
|
Scott Tarriff |
63,000 |
|
David Pernock |
10,000 |
|
Pete Meyers |
7,000 |
|
Adrian J. Hepner, M.D., Ph.D. |
9,000 |
|
Steven L. Krill, Ph.D. |
3,000 |
These PSUs were granted to the Company’s 2014 Equity Incentive Plan, as amended, or the 2014 Plan. Shares of the Company’s common stock issuable in respect of the PSUs will vest at the end of a three-year performance period ending on January1, 2021 if (1)the Company’s stock price trades at or above certain specified prices for at least 30 consecutive trading days during the three-year performance period (the “Stock Performance Goals”) and (2)the executive officer remains in continuous service with the Company through the three-year performance period. The Stock Performance Goals are $85.92, $110.00, $120.00 and $134.25 and the number of PSUs eligible to vest if such Stock Performance Goals are met are 50%, 200%, 250% and 300%, respectively, of the “Target PSU Award” in the table above. No PSUs will vest if the threshold Stock Performance Goal of $85.92 is not achieved.
Time-Based Restricted Stock Units
The Board approved grants of the following time-based restricted stock units, or RSUs, to the Company’s executive officers:
|
Name |
Time-BasedRSUs |
|
Scott Tarriff |
|
|
David Pernock |
10,000 |
|
Pete Meyers |
7,000 |
|
Adrian J. Hepner, M.D., Ph.D. |
9,000 |
|
Steven L. Krill, Ph.D. |
3,000 |
These RSUs were granted to the 2014 Plan. Subject to each executive officer’s continuous service with the Company, shares of the Company’s common stock issuable in respect of the RSUs will vest in equal annual installments over a four-year period from the date of grant.
The foregoing summaries of the PSUs and RSUs are not intended to be complete and are qualified in their entirety by reference to the full text of the PSU and RSU forms of grant agreement to be filed as exhibits to the Company’s Annual Report on Form10-K for the year ended December31, 2017.