GLOBAL BLOOD THERAPEUTICS,INC. (NASDAQ:GBT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
(e)On July26, 2017, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Global Blood Therapeutics,Inc. (the “Company”) approved an amendment to the Company’s Change in Control Policy, which was adopted in July 2015 (the “Policy”). to the Policy, as amended, in the event the employment of any of the Company’s named executive officers is terminated by the Company or its acquirer or successor without Cause or for Good Reason (as such terms are defined therein) within one year after the consummation of a sale event, he or she will be entitled to receive the following payments and benefits, subject to his or her execution and non-revocation of a severance agreement within 60 days following the date of such termination, including a general release of claims:
| • | a lump sum cash payment equal to 12 months (or 18 months in the case of the Company’s Chief Executive Officer) of the named executive officer’s then-current base salary; |
| • | payment of the named executive officer’s target incentive bonus payouts in the amounts equal to (i)50% of the named executive officer’s incentive bonus target for the year in which the closing of the sale event occurred plus (ii)a prorated incentive bonus payout for the portion of the year in which the closing of the sale event occurred, prorated based on named executive officer’s incentive bonus target and the date of termination of the named executive officer’s employment or other service relationship with the Company; |
| • | if the named executive officer elects to continue his or her group healthcare benefits, payment of an amount equal to the monthly employer contribution the Company would have made to provide the named executive officer with health insurance if he or she had remained employed by the Company until the earlier of (i)12 months (or 18 months in the case of the Company’s Chief Executive Officer) following the date of termination or (ii)the end of the named executive officer’s COBRA health continuation period; and |
| • | all time-based stock options and other stock-based awards granted to the named executive officer will become fully exercisable and non-forfeitable and all performance-based awards will accelerate and vest based on the deemed achievement of 50% of target levels as of the date of the named executive officer’s termination. |
In addition, upon a sale event, to the extent Section280G of the Internal Revenue Code of 1986, as amended, is applicable, each named executive officer who is then employed with the Company will be entitled to receive the better treatment of: (i)payment of the full amounts set forth above to which the named executive officer is entitled or (ii)payment of such lesser amount that does not trigger excise taxes under Section280G.
The foregoing description of the Policy is a summary of the material terms of such document, does not purport to be complete and is qualified in its entirety by reference to the Policy, which is filed as Exhibit10.1 to this Current Report on Form8-K and is incorporated by reference herein.
| Item 5.02. | Financial Statements and Exhibits. |
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ExhibitNo. |
Description |
| 10.1 | Change in Control Policy, as amended |
Global Blood Therapeutics, Inc. ExhibitEX-10.1 2 d423495dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Global Blood Therapeutics,…To view the full exhibit click here
About GLOBAL BLOOD THERAPEUTICS,INC. (NASDAQ:GBT)
Global Blood Therapeutics, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in discovering, developing and commercializing therapeutics to treat blood-based disorders. The Company’s segment is engaged in discovering, developing and commercializing therapeutics to treat blood-based disorders. It is developing its initial product candidate, GBT440, as an oral, once-daily therapy for sickle cell disease (SCD) and is evaluating GBT440 in SCD subjects in an ongoing Phase I/II clinical trial. SCD is a genetic disease marked by red blood cell (RBC) destruction and occluded blood flow and hypoxia, leading to anemia, stroke, multi-organ failure, severe pain crises, and shortened patient life span. GBT440 inhibits abnormal hemoglobin polymerization, the underlying mechanism of RBC sickling. It is also engaged in other research and development activities targeted towards hereditary angioedema (HAE).