Repros Therapeutics Inc. (NASDAQ:RPRX) 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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, on April 9, 2017, Larry Dillaha, M.D., was named the permanent President and Chief Executive Officer of Repros Therapeutics Inc. (the “Company”). When Dr. Dillaha’s employment was announced, the Company disclosed that his compensation in his role as permanent President and Chief Executive Officer would be determined thereafter and disclosed at that time.

On October 6, 2017, Dr. Dillaha executed an employment agreement (the “Employment Agreement”), which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The following description of the Employment Agreement is a summary only and is qualified in all respects by the full text of the Employment Agreement.

The Employment Agreement shall continue until terminated by the Company or Dr. Dillaha, as provided in the Employment Agreement. Dr. Dillaha shall receive a base salary at the annual rate of $420,000, less applicable withholdings, and shall be eligible for discretionary annual bonus payments, if any, as determined by the Company’s Compensation Committee in its sole discretion, on such terms and conditions as determined by the Compensation Committee. Dr. Dillaha shall be entitled to benefits, vacation and expense reimbursement in accordance with the Company’s typical policies for executives. Upon termination of Dr. Dillaha without Cause or resignation by Dr. Dillaha for Good Reason, not related to a Change in Control (all such terms as defined in the Employment Agreement), Dr. Dillaha will be eligible to receive a lump sum severance payment equal to his annual Base Salary (at the rate in effect immediately before his date of termination). If a Change in Control occurs and Dr. Dillaha’s employment with the Company is terminated by the Company for any reason other than on account of for Cause, Disability (as defined in the Employment Agreement) or death, or by Dr. Dillaha on account of Good Reason, in either case, on the date of the Change in Control or within the two (2) year period following the occurrence of the Change in Control, Dr. Dillaha will be eligible to receive (i) a lump sum severance payment equal to his annual Base Salary (at the rate in effect immediately before his date of termination), (ii) an amount equal to eighteen (18) times the monthly COBRA premium rate (at the rate in effect immediately before the date of Dr. Dillaha’s date of termination) that Dr. Dillaha would have to pay to continue health benefits under the Company’s health plans in which he and his spouse and eligible dependents were participating in immediately prior his date of termination and (iii) full vesting and exercisability of all outstanding unvested equity awards held by Dr. Dillaha which are not vested and exercisable on his date of termination.

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Shell Company Transactions.

None.

(d) Exhibits.

REPROS THERAPEUTICS INC. Exhibit
EX-99.1 2 tv476950_ex99-1.htm EXHIBIT 99.1   Exhibit 99.1   EMPLOYMENT AGREEMENT   THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between Repros Therapeutics Inc. (the “Company”) and Larry Dillaha,…
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About Repros Therapeutics Inc. (NASDAQ:RPRX)

Repros Therapeutics, Inc. is a biopharmaceutical company focused on the development of new drugs to treat hormonal and reproductive system disorders. The Company’s product candidates include enclomiphene, which is a single isomer of clomiphene citrate, an orally active small molecule compound, and Proellex, which is an orally administered selective blocker of the progesterone receptor in women, for the treatment of uterine fibroids and endometriosis. Enclomiphene is for the treatment of secondary hypogonadism in overweight men wishing to restore normal testicular function. The Company’s Proellex product candidate for female reproductive health is a chemical entity, which acts as a selective blocker of the progesterone receptor. It is being developed for the treatment of symptoms associated with uterine fibroids and endometriosis The Company has an active Investigational New Drug (IND) for the vaginal delivery of Proellex for the treatment of uterine fibroids.