INVIVO THERAPEUTICS HOLDINGS CORP. (NASDAQ:NVIV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 9.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December18, 2017,InVivo Therapeutics Holdings Corp. (the “Company”) announced that Richard Toselli, M.D., had been appointed as Acting Chief Executive Officer of the Company. Dr.Toselli succeeds Mark D. Perrin, who resigned as the Company’s Chairman of the Board of Directors and Chief Executive Officer effective December18, 2017. In addition, Ann Merrifield, who has served as the Company’s Lead Director, was elected to serve as the Company’s Chair of the Board, effective December18, 2017. The Board further agreed to pay severance to Mr.Perrin consistent with what would have been provided to him upon termination of his employment by the Company without cause (as defined in his employment agreement) or by Mr.Perrin for good reason (as defined in his employment agreement), and, commencing January3, 2018, Mr.Perrin has agreed to provide consulting services to the Company on an as-needed basis for a period of six months at an hourly rate of $395, which consultancy will be governed by a separate consulting agreement.
Dr.Toselli, 60, has served as the Company’s Chief Medical Officer since July2017. Prior to joining the Company, Dr.Toselli served as the Chief Medical Officer for Cochlear Limited, a medical device company, from June2016 until March2017. Prior to that, Dr.Toselli served at Sanofi, a pharmaceutical company, from July2012 to June2016 in various levels of increasing responsibility, including Vice President of Global Medical Affairs — Immunology and Inflammation, Biologics Division; Vice President of Global Medical Affairs and Head of the Biosurgery Discovery Performance Unit; and Vice President of Global Medical Affairs, Biosurgery. Before his time at Sanofi, he served as Chief Medical/Technology Officer for Covidien Public Limited Company (now Medtronic Public Limited Company), a medical device company, and earlier held the position of Vice President of Evidence-Based Medicine for the device sector at Johnson& Johnson, a medical device, pharmaceutical and consumer packaged goods manufacturing company. Prior to that, Dr.Toselli held various roles at DePuy Synthes Spine,Inc., a medical device company, including Director of Medical Affairs, Worldwide Vice President of Research and Development, and Worldwide Vice President of Clinical Evidence and External Relations.
Mr.Perrin’s Employment Agreement
Consistent with the severance terms provided to Mr.Perrin to his employment agreement, the Company has agreed, to the terms of a separation agreement effective December18, 2017 (the “Separation Agreement”) to pay severance (consisting of base salary in effect at the time of termination) to Mr.Perrin upon his termination for a period of 18 months, plus health insurance benefits for a period of 6 months. In addition, the Company will accelerate the vesting of the unvested portion of any options held by Mr.Perrin to the extent of 12 additional months upon his termination date. The severance payments are in addition to any accrued obligations to Mr.Perrin unpaid by the Company prior to the date of termination. The separation agreement includes a general release of claims.
Dr.Toselli’s Employment Agreement
Dr.Toselli has entered into an employment agreement dated December18, 2017 with the Company (the “Employment Agreement”) that establishes the terms of his employment with the Company, including his title, salary, bonus and eligibility for benefits. Under the Employment Agreement, Dr.Toselli’s annual base salary is $435,000 and his annual target bonus opportunity will be 50% of his annual base salary. Dr.Toselli is eligible for a one-time sign-on bonus of $100,000, which will be payable on February1, 2018. Additionally, Dr.Toselli is eligible for a one-time bonus of $150,000, upon the approval by the U.S. Food and Drug Administration of the Company’s proposed plans with respect to one or more clinical trials.
to the Employment Agreement, on December18, 2017, the Company granted to Dr.Toselli 300,000 restricted stock units (“RSUs”), each RSU representing the right to receive one share of the Company’s common stock, $0.00001 par value per share (the “Common Stock”). Subject to Dr.Toselli’s continued employment with the Company, the RSUs will vest as to 25% of the original number of shares on December18, 2018, with the remainder vesting monthly in equal installments until fully vested on December18, 2021.