Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
As previously announced, on May 22, 2020, Dr. Nick Glover, the President and
Chief Executive Officer of Sierra Oncology, Inc. (the "Company") and member of
the Company's Board of Directors (the "Board"), resigned from such roles
effective as of the same date (the "Separation Date").
In connection with Dr. Glover's departure, the Company has entered into a
separation agreement effective on May 28, 2020 ("Separation Agreement") with
Dr. Glover that provides for severance pay in accordance with his employment
agreement with the Company in the form of (i) continuation of 12 months of his
current base salary to be paid on the Company's normal payroll schedule and
(ii) an amount equal to the Company's cost of his group health plan coverage
through the earlier of the end of the 12 month severance period or the date he
becomes eligible for group health coverage through a new employer, with such pay
commencing no later than the first business day following the 60th day following
the Separation Date.
Pursuant to the Separation Agreement, Dr. Glover will provide consulting
services (the "Consulting Services") to the Company commencing on the Separation
Date until the expected end date of December 31, 2020, but which may be
terminated at any time by the Company (such period, the "Consulting Period").
During the Consulting Period, Dr. Glover will provide Consulting Services to the
Company for up to eight (8) hours per week and in consideration of the
performance of the Consulting Services, Dr. Glover will be entitled to receive
an hourly rate of $250 CAD, plus GST.
In addition, Dr. Glover's unvested options as of the Separation Date (the
"Unvested Options") which but for the termination of his employment, would have
vested during the period commencing on the Separation Date and ending on the
one-year anniversary date of the Separation Date (the "Termination Options"),
will accelerate and vest as at the Separation Date. The vesting date of all
Unvested Options other than the Termination Options will accelerate by one year
from their original vesting date and following such acceleration will continue
to vest in accordance with their new vesting schedule as long as Dr. Glover is
performing the Consulting Services. All Unvested Options that remain unvested
following the termination of the Consulting Services shall be cancelled as of
the termination of such Consulting Services. Furthermore, Dr. Glover will
receive an extension of the expiration date of his outstanding stock options,
including the Termination Options and any options that vest in connection with
the foregoing (the "Vested Options") to 75 days following the Company's
announcement, via publicly disseminated press release or a filing with the
Securities and Exchange Commission, of the top-line data results from MOMENTUM,
its Phase 3 clinical trial of momelotinib for patients with myelofibrosis.
The Separation Agreement includes a general release of claims in favor of the
Company. The foregoing description of the Separation Agreement is qualified in
its entirety by reference to the text of the Separation Agreement, which will be
filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2020.
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