Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Officer
On
Appointment of Officer
On
A brief description of the background and business experience of
There is no arrangement or understanding between
Family Relationships
There are no family relationships between
Transactions with Related Persons
The Company does not have any related party transactions with
1 Agreements
On
? Salary is$395,000 per year, and he may be entitled to a cash bonus in an amount to be determined by the board with a target of 40% of the base salary. ?Mr. Shenouda's . employment with the Company will be on an "at will" basis meaning that eitherMr. Shenouda or the Company may terminate his employment at any time for any reason or no reason, upon written notification to the other party, without further obligation or liability, except as provided in the agreement.Mr. Shenouda may also be entitled to certain severance payments. Upon termination ofMr. Shenouda's employment due to death, his estate also shall be entitled to receive a single lump sum payment equal to three (3) months base salary, payable within 30 days of his death. In the event of termination other than for cause, resignation for good reason, or in connection with a change of control,Mr. Shenouda will be entitled to severance equal to six months of compensation and health benefits. ? During the term of the agreement, he may also be awarded grants under the Company's 2014 Stock Option and Equity Incentive Plan, as amended (the "Stock Plan"), subject to Board approval.Mr. Shenouda's options granted to him as a Director of the Company shall continue to vest in accordance with the terms of the Stock Plan, so long as he remains employed by the Company. ?Mr. Shenouda is also eligible to participate in the Company's benefit plans that are generally provided for executive employees. ? Non-Solicitation. The Employment Agreement also contains a non-solicitation provision that, among other things, provides that during the term of employment and for a period of 24 months following the cessation of employment with the Company he shall not directly or indirectly solicit, induce, recruit or encourage any of the Company's employees or consultants to terminate their relationship with the Company, or attempt any of the foregoing, either for himself or any other person or entity.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Shenouda Employment Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
On
? Salary is$275,000 per year, and he may be entitled to a cash bonus in an amount to be determined by the board with a target of 40% of the base salary.Mr. Ence was also awarded a sign on bonus of$100,000 . ?Mr. Ence's . employment with the Company will be on an "at will" basis meaning that eitherMr. Ence or the Company may terminate his employment at any time for any reason or no reason, upon written notification to the other party, without further obligation or liability, except as provided in the agreement.Mr. Ence may also be entitled to certain severance payments. Upon termination ofMr. Ence's employment due to death, his estate also shall be entitled to receive a single lump sum payment equal to three (3) months base salary, payable within 30 days of his death. In the event of termination other than for cause, resignation for good reason, or in connection with a change of control,Mr. Ence will be entitled to severance equal to six months of compensation and health benefits. ? During the term of the agreement, he may also be awarded grants under the Company's 2014 Stock Option and Equity Incentive Plan, as amended, subject to Board approval. ?Mr. Ence is also eligible to participate in the Company's benefit plans that are generally provided for executive employees. ? Non-Solicitation. The Employment Agreement also contains a non-solicitation provision that, among other things, provides that during the term of employment and for a period of 24 months following the cessation of employment with the Company he shall not directly or indirectly solicit, induce, recruit or encourage any of the Company's employees or consultants to terminate their relationship with the Company, or attempt any of the foregoing, either for himself or any other person or entity. 2
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Ence Employment Agreement which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
On
? Salary is$600,000 per year, and he may be entitled to a cash bonus in an amount to be determined by the board with a target of 50% of the base salary. ?Mr. Traversa may also be entitled to certain severance payments. Upon termination ofMr. Traversa's employment due to death, his estate also shall be entitled to receive a single lump sum payment equal to three (3) months base salary, payable within 30 days of his death. In the event of termination other than for cause or resignation for good reasonMr. Traversa will be entitled to severance equal to twenty four (24) months of compensation and health benefits. In the event of termination in connection with a change of control,Mr. Traversa will be entitled to severance equal to thirty (30) months of compensation and health benefits. ? During the term of the agreement, he may also be awarded grants under the Company's 2014 Stock Option and Equity Incentive Plan, as amended, subject to Board approval. ?Mr. Traversa is also eligible to participate in the Company's benefit plans that are generally provided for executive employees. ? Non-Solicitation. The Employment Agreement also contains a non-solicitation provision that, among other things, provides that during the term of employment and for a period of 24 months following the cessation of employment with the Company he shall not directly or indirectly solicit, induce, recruit or encourage any of the Company's employees or consultants to terminate their relationship with the Company, or attempt any of the foregoing, either for himself or any other person or entity.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Ence Employment Agreement which is filed as Exhibit 10.3 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Pursuant to the rules and regulations of the
Exhibit No. Description 10.1 Employment Agreement, datedJanuary 9, 2020 , by and between Maged Shenouda andRelmada Therapeutics, Inc. 10.2 Employment Agreement, datedJanuary 9, 2020 , by and between Charles Ence andRelmada Therapeutics, Inc. 10.3 Amended and Restated Employment Agreement, datedJanuary 9, 2020 , by and betweenSergio Traversa andRelmada Therapeutics, Inc. 3
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