OCULAR THERAPEUTIX,INC. (NASDAQ:OCUL) 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 October13, 2017 (the “Agreement Effective Date”), Ocular Therapeutix,Inc. (the “Company” or “Ocular Therapeutix”) entered into a transition, separation and release of claims agreement (the “Transition Agreement”) with James Fortune, to which Mr.Fortune has resigned from his role as Chief Operating Officer and any and all other positions he holds as an officer or employee of the Company, effective December31, 2017, or such earlier date as may be mutually agreed upon by Mr.Fortune and the Company (the “Separation Date”). to the Transition Agreement, effective as of the Agreement Effective Date, the Employment Agreement, by and between the Company and Mr.Fortune, dated June19, 2014, was terminated.
From the Agreement Effective Date to the Separation Date (the “Transition Period”), Mr.Fortune will continue to serve as Chief Operating Officer and as an at-will employee of the Company. In addition to his regular duties, Mr.Fortune will also perform such additional transition duties as may be requested by and at the direction of the Company. During the Transition Period, Mr.Fortune will continue to receive his base salary as in effect immediately prior to the Agreement Effective Date, and will remain eligible to participate in the Company’s benefits plans ( to the terms and conditions of such plans).
Under the Transition Agreement, Mr.Fortune will be entitled to separation benefits in the form of (i)the continuation of his base salary for twelve months after the Separation Date in the same amount in effect as of the Agreement Effective Date and (ii)the payment of monthly premiums for healthcare and/or dental coverage at the same rate that is in effect on the Separation Date until the earlier of twelve months from the Separation Date or the date Mr.Fortune becomes eligible to receive such benefits under another employer’s benefit plan. Should any annual bonus payments be made to active Company executives for the calendar year 2017, Mr.Fortune will also be eligible to receive a bonus payment in such amount, if any, he would have received had he remained employed with the Company through the date of such bonus payments.
The Transition Agreement also provides for, among other things, a release of claims by Mr.Fortune and ongoing non-solicitation, non-competition, non-disclosure and non-disparagement obligations applicable to Mr.Fortune and non-disparagement obligations applicable to the Company.
The foregoing description of certain terms of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the Transition Agreement, a copy of which is attached as Exhibit10.1 hereto and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
