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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Planned Resignation of Dr.Kaye
On April24, 2017, Edward M. Kaye, M.D., President, Chief
Executive Officer and a director on the Board of Directors (the
Board) of Sarepta Therapeutics, Inc. (the Company), informed the
Board of the Company of his intention to resign as President and
Chief Executive Officer upon the conclusion of his current
employment term on September20, 2017 or some other future date.
Dr.Kaye will continue to serve as a director following his
resignation as President and Chief Executive Officer.
Dr.Kress Not Standing For Re-election
Also on April24, 2017, Jean-Paul Kress, M.D., a director of the
Company, informed the Board that, in anticipation of time
commitments and a possible conflict of interest associated with
his future endeavors, he has elected to not stand for re-election
and will complete his term on the Board at the conclusion of the
Companys 2017 annual meeting of stockholders. Dr.Kresss decision
to not stand for re-election was not because of a disagreement
with the Company on any matter relating to the Companys
operations, policies or practices. The Company thanks Dr.Kress
for his full term of service as a director and wishes him well in
his future endeavors.
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Severance Letter Agreements with Named Executive Officers,
other than Dr. Kaye
In connection with Dr.Kayes announcement of his intention to
resign as the Companys President and Chief Executive Officer, on
April27, 2017, the Company entered into a severance letter
agreement with each of the Companys named executive officers, as
identified in the Companys proxy statement filed on April27,
2017, other than Dr.Kaye (collectively, the Severance Letters).
The named executive officers are (i)Sandesh Mahatme, the Companys
Executive Vice President, Chief Financial Officer and Chief
Business Officer, (ii)Alexander Bo Cumbo, the Companys Senior
Vice President, Global Commercial Development, (iii)David Tyronne
Howton, Jr., the Companys Senior Vice President, General Counsel
and Corporate Secretary and (iv)Shamim Ruff, the Companys Senior
Vice President, Regulatory Affairs and Quality.
Under the Severance Letters, if, during the Termination Period,
the named executive officer is terminated without Cause or
resigns for Good Reason (as each term is defined below) on or
following the Companys hiring of a new Chief Executive Officer
who is not currently employed by the Company (or in connection
with, or otherwise relating to such hire), then in addition to
any accrued benefits (as set forth in the Severance Letters), the
Company will provide the named executive officer with the
following, subject to his or her execution, delivery, and
non-revocation of a release of claims in favor of the Company and
its affiliates:
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Severance equal to (i)in the case of such termination between August1, 2017 and May31, 2018, 1.5 times the sum of the named executive officers annual base salary and his or her target bonus for the year of termination, paid in equal installments over the eighteen-month period following his or her date of termination with respect to the salary component and paid in a lump sum with respect to the bonus component; or (ii)in the case of such termination between June1, 2018 and January31, 2019, 1.0 times the sum of the named executive officers annual base salary and his or her target bonus for the year of termination, paid in equal installments over a twelve-month period following his or her date of termination with respect to the salary component and paid in a lump sum with respect to the bonus component (such eighteen-month or twelve month period, the severance period). |
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A monthly amount of the COBRA continuation coverage premium under the Companys group health plans, subject to the named executive officers co-payment of the applicable active employee rate, paid until the end of the applicable severance period or, if earlier, the date the named executive officer becomes eligible for group health insurance coverage through a new employer. |
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Vesting of each outstanding equity award granted to the named executive officer, as follows: (i)continued vesting during the applicable severance period for his or her unvested equity awards which, as of the date of the named executive officers termination, have no performance requirements or have performance requirements and/or milestones that have been satisfied; (ii)accelerated vesting of the portion of his or her unvested restricted stock awards that would have otherwise vested during the applicable severance period; (iii)except for the September 2016 performance-based restricted stock award subject to a revenue milestone target through June30, 2018 (the September 2016 RSA), accelerated vesting of equity awards with performance requirements and/or milestones that were not satisfied as of the date of the named executive officers termination, if such performance requirements and/or milestones are actually achieved during the first six months following the named executive officers termination, without regard to any further time-based vesting requirement; and (iv)accelerated vesting of the named executive officers September 2016 RSA on the date of the actual achievement of the performance milestone by June30, 2018, without regard to any further time-based besting requirement. Equity awards that are not vested by the dates set forth above are forfeited and cancelled in their entirety. |
The Severance Letters also provide the named executive officers
with the right to exercise their options for a period of no less
than 90 days from the end of the applicable severance period (but
not beyond the option term) and the right to payment of other
equity awards that vest during the applicable severance period,
payable within 30 days following the end of the last vesting
date.
The Severance Letters also require the named executive officers
not to compete, directly or indirectly, with us while employed by
us and for a period of one year thereafter plus any additional
period during which the named executive officer receives
severance payments, continuation coverage payments or continued
vesting. In addition, the Severance Letters require the named
executive officers not to solicit our employees to leave their
employment and not to solicit any of our customers to purchase
goods or services sold by the Company from another person or
entity.
Terms as used and defined in the Severance Letters:
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Termination Period means the period starting August1, 2017 and ending on January31, 2019. |
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Cause generally means, with respect to the named executive |
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fraud or malfeasance in connection with the performance of |
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Good Reason generally means, with respect to the named executive officer, subject to certain notice and cure provisions: (i)material diminution in his or her base salary at the rate or his or her bonus target at the percentage, in each case, in effect immediately prior to the reduction or the failure to pay him or her any salary or any earned and due bonus or incentive payments; (ii)material diminution in his or her duties, authorities or responsibilities; or (iii)a relocation of his or her work location by more than 50 miles. |
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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. Sarepta Therapeutics, Inc. (NASDAQ:SRPT) Recent Trading Information
Sarepta Therapeutics, Inc. (NASDAQ:SRPT) closed its last trading session down -0.14 at 34.72 with 2,620,417 shares trading hands.