ONCOSEC MEDICAL INCORPORATED (NASDAQ:ONCS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
On June 7, 2019, the Board of Directors of OncoSec Medical Incorporated (the “Company”) adopted the OncoSec Medical Incorporated Change in Control Plan (the “Change in Control Plan” or the “Plan”). A change of control may occur upon the sale or acquisition of the Company, or substantially all of the assets of the Company, due to a merger or acquisition transacted between the Company and other corporate entity. A change of control would trigger the provisions of the Plan.
Under the Change in Control Plan, if an executive officer’s employment is terminated by the Company without Cause or by the executive officer for Good Reason (as such terms are defined in the Plan) during the period beginning three months prior to or 18 months following a Change in Control of the Company (as defined in the Plan), then the executive officer will be entitled to a pro rata target annual bonus, plus a cash severance payment in an amount equal to the product of 2.0, in the case of the Company’s Chief Executive Officer, or 1.5, in the case of the Company’s other executive officers, multiplied by the sum of the executive’s base salary and his or her target annual bonus. In addition, the executive officer will be entitled to continued coverage at no cost to the executive under the Company’s group health and welfare plans for period of 24 months, in the case of the Chief Executive Officer, or 18 months, in the case of the other executive officers.
In addition, upon a Change in Control of the Company, unvested equity awards held by executive officers will be accelerated as follows: (i) outstanding stock options and other awards in the nature of rights that may be exercised will become fully vested and exercisable, (ii) time-based restrictions on restricted stock, restricted stock units and other equity awards will lapse and the awards will become fully vested, and (iii) performance-based equity awards will become vested and shall be deemed earned based on an assumed achievement of all relevant performance goals at “target” levels, and will payout pro rata to reflect the portion of the performance period that had elapsed prior to the Change in Control. For certain non-executive participants, the plan also provides for cash severance payments and the temporary continuation of certain health benefits in the event of a Change in Control.
To receive any severance benefits under the Plan, a participant must execute a general release of claims against the Company.
The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
(d) Exhibits
| 10.1 | OncoSec Medical Incorporated Change In Control Plan, dated June 7, 2019. |
ONCOSEC MEDICAL Inc Exhibit
EX-10.1 2 ex10-1.htm ONCOSEC MEDICAL INCORPORATED CHANGE IN CONTROL PLAN Effective as of June 7,…
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About ONCOSEC MEDICAL INCORPORATED (NASDAQ:ONCS)
OncoSec Medical Incorporated is a biotechnology company. The Company is focused on designing, developing and commercializing gene therapies, therapeutics and medical approaches to stimulate an anti-tumor immune response for the treatment of cancer. The Company’s lead product candidate, ImmunoPulse IL-12, consists of a plasmid construct encoding the proinflammatory cytokine, IL-12, which is delivered into the tumor through in vivo electroporation. As of July 31, 2016, the Company was pursuing two Phase II trials: ImmunoPulse IL-12 monotherapy in patients with metastatic melanoma and ImmunoPulse IL-12 plus pembrolizumab in patients with advanced, metastatic melanoma. In addition, it is pursuing ImmunoPulse IL-12 monotherapy in patients with triple negative breast cancer. Its ImmunoPulse product candidates are based on its deoxyribonucleic acid (DNA)-based immunotherapy technology, which is designed to stimulate the human immune system, resulting in systemic anti-tumor immune responses.