IONIS PHARMACEUTICALS, INC. (NASDAQ:IONS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Compensatory Arrangements of Certain Officers.
(e)
On October 18, 2018, Ionis Pharmaceuticals, Inc. (the “Company”) implemented a Change of Control and Severance Benefit Plan (the “Plan”) that provides for change of control and severance benefits to the Company’s executive officers, including the Company’s Chief Executive Officer and Chief Financial Officer. The Plan is designed to provide certain economic benefits to the executive officers if their employment is terminated in the circumstances described below.
A copy of the Plan is attached hereto and incorporated herein as Exhibit 10.1. The below description is qualified in its entirety by reference to the Plan. Capitalized terms not otherwise defined herein have the meaning given to them in the Plan.
The Plan provides that if a Participant is terminated without Cause or resigns for Good Reason, except in connection with a Change in Control of the Company, the Participant will generally be entitled to receive the following severance benefits upon termination:
| (1) |
A lump sum payment of the Participant’s then-current annual base salary. |
| (2) |
Accelerated vesting of stock options and restricted stock units previously granted by the Company and outstanding as of the termination date that otherwise would have vested over the applicable Severance Period. |
| (3) |
Continued medical group health and dental plan coverage. |
The benefits above will be calculated using an 18-month period for the Chief Executive Officer, and a 12-month period for the other executive officers.
If the Participant’s termination or resignation occurs during the period that begins three months before and ends twelve months following a Change in Control of the Company, the Participant will generally be entitled to receive the following severance benefits upon termination:
| (1) |
A lump sum payment of the Participant’s then-current annual base salary. |
| (2) |
Payment of the Participant’s then-current target bonus (multiplied by 1.5 for the Chief Executive Officer). |
| (3) |
Accelerated vesting of all stock options and restricted stock units previously granted by the Company and outstanding as of the termination date. |
| (4) |
Continued medical group health and dental plan coverage. |
Payments of salary and continued medical and dental group coverage will be calculated using an 18-month period for the Chief Executive Officer and a 12-month period for the other executive officers.
Payments under the Plan will be subject to all required taxes. The Plan includes provisions for adjustment to the timing of payments to minimize accelerated or additional tax to Section 409A of the Internal Revenue Code. The Plan does not include any tax gross-up or other tax indemnity related to payments made to Participants under the Plan; however, payments, benefits or distributions to or for the benefit of the Participant under the Plan may be reduced if doing so would result in a more favorable after-tax position for the Participant.
Payment of the foregoing benefits under the Plan is conditioned upon the Participant executing (and not revoking) a release in favor of the Company, which release will contain standard release from liability, non-solicitation and non-disparagement provisions, and a reaffirmation of the Participant’s confidentiality obligations to the Company.
| Item 9.01 |
Financial Statements and Exhibits. |
| 10.1 |
Ionis Severance Benefit Plan and Summary Plan Description dated October 18, 2018. |
IONIS PHARMACEUTICALS INC ExhibitEX-10.1 2 ex10_1.htm EXHIBIT 10.1 Exhibit 10.1 Ionis Pharmaceuticals,…To view the full exhibit click here
About IONIS PHARMACEUTICALS, INC. (NASDAQ:IONS)
Ionis Pharmaceuticals, Inc., formerly Isis Pharmaceuticals, Inc., is engaged in discovering and developing ribonucleic acid-targeted (RNA-targeted) therapeutics. The Company operates through two segments: Ionis Core and Akcea Therapeutics. The Company’s Ionis Core segment is developing a drug discovery platform. The Company’s Akcea Therapeutics segment consists of the operations of its subsidiary, Akcea Therapeutics, Inc., which develops and commercializes drugs for cardiometabolic disorders. The Company is developing transformational drugs, which include nusinersen, IONIS-TTR and volanesorsen that are designed to treat patients with orphan diseases. In addition to its Phase III programs, the Company has a pipeline of drugs in Phase II development, which includes IONIS-FXI and IONIS-APO(a)-L. Its Phase II pipeline includes drugs to treat patients with severe and rare diseases, viral infections, ocular diseases, metabolic disorders and cardiovascular diseases.
