TONIX PHARMACEUTICALS HOLDING CORP. (NASDAQ:TNXP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

TONIX PHARMACEUTICALS HOLDING CORP. (NASDAQ:TNXP) 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.

Compensatory Arrangements of Certain Officers

 

On February 23, 2021, Tonix Pharmaceuticals Holding Corp. (the “Company”) entered into employment agreements with each of Jessica Morris, the Company’s Chief Operating Officer (the “Morris Employment Agreement”), and Bradley Saenger, the Company’s Chief Financial Officer (the “Saenger Employment Agreement”).

to the Morris Employment Agreement, Ms. Morris will receive an annual base salary of $425,000 and is eligible for an annual bonus. The Morris Employment Agreement has an initial term of one year and automatically renews for successive one year terms unless either party delivers written notice not to renew at least 60 days prior to the end of the then current term. The Morris Employment Agreement further provides that in the event the Company terminates Ms. Morris’s employment without “cause” (as defined in the Morris Employment Agreement) or Ms. Morris resigns for “good reason” (as defined in the Morris Employment Agreement), Ms. Morris is entitled to the following payments and benefits: (1) her fully earned but unpaid base salary through the date of termination at the rate then in effect, plus all other benefits, if any, under any group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other group benefit plan to which Ms. Morris may be entitled to under the terms of such plans or agreements; (2) a lump sum cash payment in an amount equal to 12 months of her base salary as in effect immediately prior to the date of termination; (3) continuation of health benefits for Ms. Morris and her eligible dependents for a period of 12 months following the date of termination; and (4) the automatic acceleration of the vesting and exercisability of outstanding unvested stock awards that would have vested over the 12-month period following termination had Ms. Morris remained continuously employed by the Company during such period. Further, if Ms. Morris’s employment is terminated as a result of death or permanent disability, Ms. Morris or her estate, as applicable, is entitled to her fully earned but unpaid base salary through the end of the month in which termination occurs at the rate then in effect.  

to the Saenger Employment Agreement, Mr. Saenger will receive an annual base salary of $425,000 and is eligible for an annual bonus. The Saenger Employment Agreement has an initial term of one year and automatically renews for successive one year terms unless either party delivers written notice not to renew at least 60 days prior to the end of the then current term. The Saenger Employment Agreement further provides that in the event the Company terminates Mr. Saenger’s employment without “cause” (as defined in the Saenger Employment Agreement) or Mr. Saenger resigns for “good reason” (as defined in the Saenger Employment Agreement), Mr. Saenger is entitled to the following payments and benefits: (1) his fully earned but unpaid base salary through the date of termination at the rate then in effect, plus all other benefits, if any, under any group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other group benefit plan to which Mr. Saenger may be entitled to under the terms of such plans or agreements; (2) a lump sum cash payment in an amount equal to 12 months of his base salary as in effect immediately prior to the date of termination; (3) continuation of health benefits for Mr. Saenger and his eligible dependents for a period of 12 months following the date of termination; and (4) the automatic acceleration of the vesting and exercisability of outstanding unvested stock awards that would have vested over the 12-month period following termination had Mr. Saenger remained continuously employed by the Company during such period. Further, if Mr. Saenger’s employment is terminated as a result of death or permanent disability, Mr. Saenger or his estate, as applicable, is entitled to his fully earned but unpaid base salary through the end of the month in which termination occurs at the rate then in effect.

The foregoing descriptions of the Morris Employment Agreement and Saenger Employment Agreement are intended to be summaries and are qualified in their entirety by reference to such documents, which is attached as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

   
10.01 Employment Agreement, dated February 23, 2021, between the Company and Jessica Morris
10.02 Employment Agreement, dated February 23, 2021, between the Company and Bradley Saenger


Tonix Pharmaceuticals Holding Corp. Exhibit
EX-10.01 2 ex10-01.htm EMPLOYMENT AGREEMENT,…
To view the full exhibit click here

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