ZOSANO PHARMA CORPORATION (NASDAQ:ZSAN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ZOSANO PHARMA CORPORATION (NASDAQ:ZSAN) 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.

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In connection with the previous appointment of John Walker as our President and Chief Executive Officer effective as of August9, 2017 (he served as Interim CEO from May9, 2017 until August9, 2017), we entered into an Employment Letter Agreement with him (the“Employment Agreement”). Mr.Walker’s employment with the Company is on an at-will basis. The terms of the Employment Agreement provide that Mr.Walker will be paid an annual base salary of $360,000 and that he will be eligible for a bonus in an amount determined by the Board of Directors in its discretion based on his performance and the performance of the Company against certain goals to be established annually. Mr.Walker was granted an option to purchase 300,000 shares of our Common Stock on August9, 2017. He will continue to serve as a member and Chairman of the Company’s Board of Directors, but he will no longer be eligible to receive non-employee director compensation.

to the terms of the Employment Agreement, if the Company terminates Mr.Walker other than for cause (as defined in the Employment Agreement) or if Mr.Walker terminates his employment for good reason (as defined in the Employment Agreement), he will be entitled to receive (i)continued salary for 12 months and COBRA benefits for 12 months, (ii)a bonus equal to the amount of the annual bonus awarded to him in respect of the year prior to termination, and (iii)the vesting schedule for any stock options outstanding on the date of termination will automatically accelerate so that 25% of the total option shares shall immediately vest and become exercisable upon such termination. If during the one-year period following a change in control (as defined in the Employment Agreement) of the Company, either we terminate Mr.Walker’s employment without cause or Mr.Walker resigns for good reason, he will be entitled to receive (i)continued salary for 24 months and a lump sum cash amount equal to 229.56% multiplied by the total cost of the projected premiums for group medical, dental and vision insurance for a period of twenty-four (24)months covering the period from and after the date of termination, (ii)a bonus equal to the amount of the annual bonus awarded to him in respect of the year prior to termination, and (iii)his then outstanding equity awards that were granted after the effective date of the Employment Agreement and that are subject to time based vesting will accelerate vesting in full.

The description of the Employment Agreement contained herein is qualified in its entirety by reference to the full text of the Employment Agreement, which is attached hereto as Exhibit 10.1.

Item 5.02 Financial Statements and Exhibits.

Exhibit

Number

Exhibit Description

10.1 Employment Letter Agreement, dated as of August17, 2017 and effective as of August9, 2017, among Zosano Pharma Corporation, ZP Opco, Inc. and John Walker.


Zosano Pharma Corp Exhibit
EX-10.1 2 d428377dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Zosano Pharma Corporation ZP Opco,…
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About ZOSANO PHARMA CORPORATION (NASDAQ:ZSAN)

Zosano Pharma Corporation is a clinical-stage specialty pharmaceutical company. The Company has developed a transdermal microneedle patch system to deliver its formulations of existing drugs through the skin for the treatment of a range of indications. Its microneedle patch system offers consistent drug delivery and improved ease of use and room-temperature stability. The Company’s short-wear-time transdermal patch consists of an array of titanium microneedles that is coated with its formulation of an approved drug and attached to an adhesive patch. When the patch is applied with its hand-held applicator, the microneedles painlessly penetrate the skin, resulting in rapid dissolution and absorption of the drug coating through the capillary bed. Its product candidates include ZP-Triptan, ZP-Glucagon and ZP-PTH. ZP-PTH is a formulation of teriparatide, a synthetic form of parathyroid hormone. ZP-Glucagon is a formulation of glucagon.

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