Sarepta Therapeutics, Inc. (NASDAQ:SRPT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

Appointment of Douglas S. Ingram as President and Chief
Executive Officer and a Director

On June26, 2017, the Board of Directors (the Board) of
Sarepta Therapeutics, Inc. (the Company) appointed Douglas
S. Ingram to serve as the Companys President and Chief Executive
Officer. Mr.Ingram was also elected to the Board as a Group I
director who will hold office until the Companys 2018 annual
meeting of stockholders or until his successor is earlier
elected.

Mr.Ingram, who is 54 years old, served as the Chief Executive
Officer and President and a Director of Chase Pharmaceuticals
Corporation, a clinical-stage biopharmaceutical company, from
December 2015 until November 2016. Prior to joining Chase
Pharmaceuticals, Mr.Ingram served as the President of Allergan,
Inc., a pharmaceutical company, from July 2013 until it was
acquired by Actavis in early 2015. At Allergan, he also served as
President, Europe, Africa and Middle East from August 2010 to
June 2013, and Executive Vice President, Chief Administrative
Officer, and Secretary from October 2006 to July 2010, where he
led Allergans Global Legal Affairs, Compliance, Internal Audit
and Internal Controls, Human Resources, Regulatory Affairs and
Safety, and Global Corporate Affairs and Public Relations
departments. Mr.Ingram also served as General Counsel of Allergan
from January 2001 to June 2009 and as Secretary and Chief Ethics
Officer from July 2001 to July 2010. With the acquisition of
Allergan by Actavis, Mr.Ingram consulted as a special advisor to
the Chief Executive Officer of Actavis. Mr.Ingram serves as a
director of Endo International plc, a pharmaceutical company,
where he is a member of Endos Compensation Committee and
Operations Committee. Mr.Ingram also serves as a director of
Pacific Mutual Holding Company, a parent company for subsidiaries
engaged in a variety of insurance, financial services and other
investment-related businesses, where he is a member of the Audit
Committee, the Governance and Nominating Committee, and the
Member Interests Committee. Mr.Ingram is also Vice Chairman of
Nemus Biosciences, a biopharmaceutical company. Mr.Ingram
received his J.D. from the University of Arizona and his Bachelor
of Science degree from Arizona State University. Mr.Ingrams
qualifications to serve on the Board include, among others, his
extensive knowledge of the industry, significant leadership
experience at pharmaceutical companies, including service as
chief executive officer and president of publicly traded and
private companies, and legal experience and expertise.

Also on June26, 2017, the Company simultaneously entered into an
executive employment agreement (the Employment Agreement)
and a Change in Control and Severance Agreement (the Change in
Control Agreement) with Mr.Ingram in connection with his
employment as the President and Chief Executive Officer of the
Company, effective June26, 2017 (the Effective Date). In
connection with these agreements, the Company also amended its
2014 Employment Commencement Incentive Plan (the Plan) to
increase the number of authorized shares of common stock under
the Plan.

Chief Executive Officer Employment Agreement

The Employment Agreement has an initial term of three years
commencing on the Effective Date (the Initial Term). After
the expiration of the Initial Term, the Employment Agreement
automatically renews on an annual basis until either party
provides 60 days notice of intent not to renew. Mr.Ingram will
receive a base annual salary of $650,000. He will also be
eligible to receive a target annual bonus

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of 90% of his annual base salary, upon achievement of performance
objectives to be determined by the Board or its Compensation
Committee. Mr.Ingram will also be eligible to participate in the
Companys employee benefit plans, policies, and arrangements
applicable to other executive officers generally.

As an inducement material to his entering into the Employment
Agreement, Mr.Ingram was granted two inducement equity awards on
the Effective Date under the Plan. Mr.Ingram will be ineligible
for any future annual equity incentive awards for the first five
years of his employment.

Mr.Ingram received an inducement award under the Plan in the form
of 335,000 shares of restricted common stock of the Company (the
Restricted Stock Award). Subject to his continued service
through each applicable vesting date, 25% of the Restricted Stock
Award will vest on the one-year anniversary of the Effective
Date, and 1/36th of the remaining unvested award will vest on
each monthly anniversary of the Effective Date thereafter, ending
on the fourth anniversary of the Effective Date.

Mr.Ingram received an inducement award under the Plan in the form
of an option to purchase 3,300,000 shares of the Companys common
stock with an exercise price per share of $34.65, which is equal
to the closing price of the Companys common stock on June 26,
2017 (the Performance Option Award). Subject to his
continued service through the vesting date, a percentage of
Mr.Ingrams Performance Option Award will vest on the fifth
anniversary of the Effective Date, (such percentage, the
Five-Year Vesting Percentage) based on the extent to which
the compounded annual growth rate (CAGR) of the Companys
stock closing price from the Effective Date through the fifth
anniversary of the Effective Date (the Five-Year Company
CAGR) exceeds the CAGR of the NASDAQ Biotech Index (symbol
NBI) (or successor index) during the same period (the Five
Year-Biotech Index CAGR). Except as described below
concerning termination under certain circumstances, Mr.Ingrams
Performance Option Award will not vest before the fifth
anniversary of the Effective Date. No portion of the Performance
Option Award will vest if the Five-Year Company CAGR is less than
15% or if the Five-Year Company CAGR does not exceed (or, in
certain limited cases, meet) the Five-Year Biotech Index CAGR. If
the Five-Year Company CAGR exceeds the Five-Year Vesting
Percentage, the Performance Option Award will vest in varying
increments based on the Company CAGR levels of 15%, 20%, 25%,
30%, 35%, and 40% or more. The vesting percentages decrease as
the spread between the Company CAGR and the Biotech Index CAGR
decrease.

The Restricted Stock Award and the Performance Option Award are
both subject to clawback under circumstances set forth in the
Employment Agreement.

The Employment Agreement specifies that if Mr.Ingrams employment
is terminated as a result of death or disability, he will be
entitled to payment of any accrued but unpaid salary, any earned
but unpaid annual bonus, reimbursement of business expenses,
unused vacation time, and similar benefits (his Accrued
Benefits).

If Mr.Ingrams employment is terminated as a result of non-renewal
of the Employment Agreement, he will be entitled to payment of
his Accrued Benefits and, subject to his execution and
non-revocation of a release of claims, a pro rata portion of the
outstanding Performance Option Award based on his service and the
Company CAGR and Biotech Index CAGR, in each case, through his
date of termination and a minimum one-year post-termination
exercise period on his outstanding options (but not beyond the
original expiration date).

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If Mr.Ingrams employment is terminated by the Company without
Cause or for Good Reason (each as defined in the Employment
Agreement), he will be entitled to payment of his Accrued
Benefits and, subject to his execution and non-revocation of a
release of claims, a pro rata portion of any annual bonus for the
year in which his employment terminates (subject to the actual
achievement of performance goals), continued payments of 18
months of his base salary and one times target bonus payable for
18 months from the date of termination, COBRA coverage at
applicable active employee rates for 18 months, accelerated
vesting of 25% vesting of his unvested Restricted Stock Award, a
pro rata portion of the outstanding Performance Option Award
based on his service and the Company CAGR and Biotech Index CAGR,
in each case, through his date of termination, and a minimum
one-year post-termination exercise period on his outstanding
options (but not beyond the original expiration date).

The Employment Agreement requires Mr.Ingram not to compete,
either directly or indirectly, with the Company during his
employment and until eighteen months following his date of
termination of employment with the Company. The Employment
Agreement also requires Mr.Ingram not to solicit the Companys
employees to leave their employment with the Company during, and
for eighteen months following, the term of his employment. In
addition, Mr.Ingram entered into the Companys form of
Confidential Proprietary Rights and Non-Disclosure Agreement.

Change in Control and Severance Agreement with the Chief
Executive Officer

The Change in Control Agreement provides that if Mr.Ingram
experiences a termination by the Company without Cause or by him
for Good Reason during the 90-day period preceding or the
24-month period following a change in control, then in addition
to his Accrued Benefits, the Company will provide Mr.Ingram with
the following, subject to his execution and non-revocation of a
release of claims:

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Amendment to the 2014 Employment Commencement Incentive
Plan

Prior to approval of the Employment Agreement and the grant of
incentive equity awards to Mr.Ingram under the Plan, the Board
amended the Plan to increase the number of authorized shares of
common stock of the Company under the Plan by 3,800,000 shares to
5,440,000 shares.

The foregoing descriptions of the terms of the Employment
Agreement, the Change in Control Agreement and the amendment to
the Plan do not purport to be a complete description and are
qualified in their entirety by reference to the Employment
Agreement, the Change in Control Agreement and the amendment to
the Plan that are filed as Exhibits 10.1, 10.2 and 10.3,
respectively, to this Form 8-K. The Restricted Stock Award is
governed by the Restricted Stock Agreement under the Plan, which
is filed as Exhibit 10.4 to this Form 8-K. The Performance Option
Award is governed by the Performance Stock Option Award Agreement
under the Plan, which is filed as Exhibit 10.5 to this Form 8-K.

Departure of Edward M. Kaye, M.D. as President and Chief
Executive Officer and a Director

Edward M. Kaye, M.D. informed the Board on April24, 2017 that he
intended to resign as President and Chief Executive Officer. On
June26, 2017, Dr.Kaye tendered his resignation as President and
Chief Executive Officer effective on that date. Also on June26,
2017, due to Dr.Kayes resignation as President and Chief
Executive Officer and as required by the terms of his employment
agreement, Dr.Kaye tendered his resignation as a director of the
Company, effective upon a date to be determined by the Board or
the Boards Nominating and Corporate Governance Committee.

On June28, 2017, the Company issued a press release to announce
Mr.Ingrams appointment as President and Chief Executive Officer
and election as a director and Dr.Kayes resignation as President
and Chief Executive Officer and as a director. A copy of the
press release is filed as exhibit 99.1 to this Form 8-K.

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Sarepta Therapeutics, Inc. Exhibit
EX-10.1 2 d442960dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION Sarepta Therapeutics,…
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About Sarepta Therapeutics, Inc. (NASDAQ:SRPT)

Sarepta Therapeutics, Inc. is a biopharmaceutical company. The Company is focused on the discovery and development of ribonucleic acid (RNA)-targeted therapeutics for the treatment of rare, infectious and other diseases. The Company operates in one segment: the development of pharmaceutical products on its own behalf or in collaboration with others. The Company, through its platform technologies, targets a range of diseases and disorders through RNA-targeted mechanisms of action. The Company is also developing therapeutics using its technology for the treatment of drug-resistant bacteria and infectious, rare and other human diseases. The Company’s lead Duchenne Muscular Dystrophy (DMD) product candidate, Eteplirsen, is an antisense phosphorodiamidate morpholino oligomer (PMO) therapeutic in Phase III clinical development for the treatment of individuals with DMD having an error in the gene coding for dystrophin that is amenable to skipping exon 51.