INTREXON CORPORATION (NYSE:XON) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement.
On December30, 2016, Intrexon Corporation (Intrexon) and Third
Security, LLC (Third Security) executed an amendment (the Second
Amendment) to the Services Agreement, dated as of November1,
2015, and amended on October31, 2016 (as amended, the Services
Agreement), by and between Intrexon and Third Security, in order
to extend the term of the Services Agreement from January1, 2017
to January1, 2018. No other terms of the Services Agreement were
modified by the Second Amendment. The Second Amendment was
unanimously approved by the independent members of Intrexons
Board of Directors (the Board) and the Audit Committee in
accordance with Intrexons policy on related person transactions.
The foregoing description of the Second Amendment does not
purport to be complete and is subject to, and qualified in its
entirety by reference to, the Second Amendment which is attached
hereto as Exhibit 10.1 and incorporated by reference herein.
Item5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
As previously reported, in connection with the Services
Agreement, the Compensation Committee and the independent members
of Intrexons Board of Directors approved a compensation
arrangement for Mr.Kirk, to which he has received as compensation
a payment of $200,000 per month in fully-vested shares of
Intrexon Common Stock to the terms of a Restricted Stock Unit
Agreement, dated as of November1, 2015, by and between Intrexon
and Mr.Kirk (the Original RSU Agreement) and an additional
Restricted Stock Unit Agreement, dated as of November1, 2016, by
and between Intrexon and Mr.Kirk (the Second RSU Agreement). The
Original RSU Agreement had a term of 12 months and expired on
November1, 2016 and the Second RSU Agreement had a term of two
months and expires on January1, 2017.
In connection with the extension of the term of the Services
Agreement, the Compensation Committee and the independent members
of the Board approved the continuation of Mr.Kirks compensation
arrangement for an additional three months until March30, 2017.
Under this arrangement, Mr.Kirk will receive as compensation a
payment of $200,000 per month, which payment will be made in
fully-vested shares of Intrexon Common Stock. The shares of
Common Stock will be valued based on the last trading day of the
applicable month and will be issued to the terms of a new
Restricted Stock Unit Agreement (the New RSU Agreement),
effective as of January1, 2017, under the Intrexon 2013 Omnibus
Incentive Plan, as amended. The terms of the New RSU Agreement
are substantially similar to the Original RSU Agreement and the
Second RSU Agreement except that it has a term of three months
and expires on March30, 2017.
The foregoing description of the New RSU Agreement does not
purport to be complete and is subject to, and qualified in its
entirety by reference to, the New RSU Agreement which is attached
hereto as Exhibit 10.2 and incorporated by reference herein.
Item9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 10.1 |
Second Amendment to Services Agreement, by and between Intrexon Corporation and Third Security, LLC, effective as of January1, 2017 |
|
| 10.2 |
Intrexon Corporation 2013 Amended and Restated Omnibus Incentive Plan, as amended, Restricted Stock Unit Agreement, by and between Intrexon Corporation and Randal J. Kirk, effective as of January1, 2017 |
About INTREXON CORPORATION (NYSE:XON)
Intrexon Corporation (Intrexon) forms collaborations to create biologically based products and processes using synthetic biology. The Company designs, builds and regulates gene programs, which are deoxyribonucleic acid (DNA) sequences that consist of genetic components. The Company’s synthetic biology capabilities include the ability to control the amount, location and modification of biological molecules to control the function and output of living cells and optimize for desired results at an industrial scale. Its technologies combine the principles of precision engineering, statistical modeling, automation and production at an industrial scale. The Company’s technologies include UltraVector gene design and fabrication platform, and its associated library of modular DNA components; Cell Systems Informatics; RheoSwitch inducible gene switch; AttSite Recombinases; Protein Engineering; Laser-Enabled Analysis and Processing, or LEAP, and ActoBiotics platform. INTREXON CORPORATION (NYSE:XON) Recent Trading Information
INTREXON CORPORATION (NYSE:XON) closed its last trading session down -0.62 at 24.30 with 1,811,960 shares trading hands.