RADIUS HEALTH, INC. (NASDAQ:RDUS) 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 July 17, 2017, Radius Health, Inc. (the “Company”) announced that its Board of Directors (the “Board”) has appointed Jesper Høiland, age 56, as the Company’s President, Chief Executive Officer and as a member of the Board, effective as of July 17, 2017.
Prior to his appointment with the Company, Mr. Høiland served as President of Novo Nordisk Inc., a U.S. affiliate of Novo Nordisk A/S, a global healthcare company, overseeing approximately 5,300 employees. Since joining Novo Nordisk in 1987, Mr. Høiland held multiple roles of increasing responsibility, including leading its International Operations which spanned 150 countries.
In connection with his appointment, the Company entered into an employment agreement with Mr. Høiland (the “Employment Agreement”). to the terms of the Employment Agreement, Mr. Høiland will receive an initial annual base salary of $600,000 and is eligible to earn an annual cash incentive award based on performance with a target value equal to 60% of his annual base salary. Mr. Høiland will also be eligible to participate in the Company’s employee benefit programs and plans.
As a material inducement to Mr. Høiland’s acceptance of employment with the Company, the Compensation Committee of the Board approved a grant to Mr. Høiland of an option (the “Option”) to purchase up to 305,000 shares of the Company’s common stock at a price per share equal to the fair market value of the Company’s common stock on the date of grant. The Option will be unvested as of the date of grant and will be eligible to vest as to 25% of the underlying shares on July 17, 2018 and in substantially equal monthly installments over the following three years, subject to Mr. Høiland’s continuous service with the Company through each vesting date. The grant was made to a stand-alone employment inducement stock option agreement (the “Inducement Option Agreement”) outside of the Company’s 2011 Equity Incentive Plan as a material inducement to Mr. Høiland’s acceptance of employment with the Company in accordance with NASDAQ Listing Rule 5635(c)(4) and is subject to the terms and conditions of the Inducement Option Agreement.
If Mr. Høiland’s employment is terminated by the Company without cause or due to Mr. Høiland’s resignation for good reason, then, subject to his executing a general release of claims, Mr. Høiland will be entitled to receive (i) base salary continuation payments for 12 months and (ii) reimbursement for continued group health plan premiums until the earliest of (A) 12 months or (B) the date on which Mr. Høiland becomes eligible to receive substantially similar coverage from another employer. If Mr. Høiland’s employment is terminated without cause or due to Mr. Høiland’s resignation for good reason within 12 months following a change in control of the Company, then subject to his executing a general release of claims, Mr. Høiland will be entitled to receive (i) a lump sum payment equal to one and a half times Mr. Høiland’s base salary then in effect, (ii) reimbursement for continued group health plan premiums until the earliest of (A) 18 months, (B) the date on which Mr. Høiland becomes eligible to receive substantially similar coverage from another employer and (C) is no longer eligible to receive continuation of such coverage and (iii) accelerated vesting of all options awarded to Mr. Høiland.
During his employment and for 12 months thereafter, Mr. Høiland has agreed to be subject to restrictions limiting his competing with the Company, including by soliciting its customers or hiring or soliciting its employees. Mr. Høiland has also agreed not to disclose the Company’s confidential information and to assign certain inventions to the Company.
Mr. Høiland succeeds Robert E. Ward as President and Chief Executive Officer of the Company effective as of July 17, 2017. Mr. Ward resigned as a director of the Company effective as of July 16, 2017. The Company and Mr. Ward entered into an Agreement and General Release (the “Separation Agreement”) providing for the terms of Mr. Ward’s departure, effective as of July 16, 2017. to the Separation Agreement, in addition to the benefits provided for to Mr. Ward’s Executive Employment Agreement with the Company dated December 12, 2013, as amended by the First Amendment to the Executive Employment Agreement between Mr. Ward and the Company dated July 1, 2015, Mr. Ward is entitled to exercise all vested equity awards for 12 months following his departure.
The foregoing descriptions of the Employment Agreement, Inducement Option Agreement and Separation Agreement are only summaries and are qualified in their entirety by reference to the full text of the agreements, copies of which have been filed hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.
A copy of the press release announcing these events has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Financial Statements and Exhibits.
Employment Agreement between the Company and Jesper Høiland.
Employment Inducement Stock Option Agreement between the Company and Jesper Høiland.
Agreement and General Release between the Company and Robert Ward.
Press Release, dated July 17, 2017.
Radius Health, Inc. ExhibitEX-10.1 2 rdus-ex101_6.htm EX-10.1 rdus-ex101_6.htm Exhibit 10.1 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of June 23,…To view the full exhibit click here About RADIUS HEALTH, INC. (NASDAQ:RDUS) Radius Health, Inc. is a biopharmaceutical company focused on developing therapeutics in the areas of osteoporosis, oncology and endocrine diseases. Its product candidate, the investigational drug abaloparatide for subcutaneous injection, has completed Phase III development for use in the reduction of fracture risk in postmenopausal women with osteoporosis. Its clinical pipeline also includes an investigational abaloparatide transdermal patch for use in osteoporosis and the investigational drug RAD1901 for use in hormone-driven and hormone-resistant breast cancer, and vasomotor symptoms in postmenopausal women. Its preclinical pipeline includes RAD140, a non-steroidal, selective androgen receptor modulator (SARM) under investigation for use in cancer.