Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnJanuary 20, 2022 ,Athersys, Inc. (the "Company", "we", "us", or "our") announced that the Board of Directors of the Company (the "Board") appointedDaniel A. Camardo to the Board and also namedMr. Camardo as the Company's Chief Executive Officer, each effective as ofFebruary 14, 2022 .William O. Lehmann , the Company's Interim Chief Executive Officer, will continue to serve as the Company's President and Chief Operating Officer.Mr. Camardo , age 53, currently serves as the President,U.S. , and the Executive Vice President of Horizon Therapeutics plc, a global biotechnology company, at the Rare Disease and Inflammation Business Unit and previously served as Group Vice President fromSeptember 2015 toAugust 2020 . Before joining Horizon Therapeutics,Mr. Camardo was Vice President of Sales and Operations at Clarus Therapeutics, a start-up company focused on men's health, fromJuly 2014 toSeptember 2015 . Prior to joining Clarus Therapeutics,Mr. Camardo served from 2003 to 2014 atAstellas Pharma US , an affiliate of Astellas Pharma Inc., a Japanese global pharmaceutical research company, in various roles, including Senior Director,U.S. Commercial Operations and Senior Director, Market Intelligence and Analytics. In connection withMr. Camardo's appointment as Chief Executive Officer, we have entered into an offer letter agreement withMr. Camardo (the "Offer Letter"), the key compensation terms of which are expected to be memorialized in an employment agreement withMr. Camardo (an "Employment Agreement"). The Offer Letter includes the following material terms: •Mr. Camardo's annual base salary rate during the term of his employment will be$600,000 , subject to potential increases from time to time at the discretion of the Board or the Compensation Committee of the Board (the "Committee"). •A cash signing bonus of$250,000 , to be paid within 30 days of the dateMr. Camardo commences employment with the Company (the "Commencement Date"). In the event thatMr. Camardo voluntarily terminates his employment within twelve months of the Commencement Date, he will be required to repay the full amount of the signing bonus. •As an inducement toMr. Camardo's acceptance of employment with the Company, the Company has determined to grant toMr. Camardo an initial equity award that is intended to be an inducement award under Rule 5635(c)(4) of the Nasdaq Stock Market Listing Rules (the "Inducement Award"). The Inducement Award will be a stock option award to purchase 10,000,000 shares of the Company's common stock at a per share exercise price equal to the closing price of a share of the Company's common stock on the grant date. With regard to 4,000,000 shares, vesting of the Inducement Award will generally occur over a four-year period, with 25% of such portion of the award generally vesting on the first anniversary of the grant date and the remainder generally vesting monthly in substantially equal installments over the remaining 36 months. With regard to 6,000,000 shares, vesting of the Inducement Award will generally occur upon achievement of certain Company milestones, including FDA manufacturing process and marketing approvals, cumulative product sales, and business development and fundraising activities, as and when reasonably evaluated and determined by the Board in its sole discretion. The Inducement Award will generally have a 10-year term. •Mr. Camardo will be eligible to participate, during his employment, in the Company's annual cash incentive compensation program (the "Annual Incentive Program") on terms substantially similar to those that apply to other executive officers of the Company, with a target annual cash incentive opportunity equal to 60% ofMr. Camardo's annual base salary (and no guaranteed minimum payment), subject to Company performance as designed annually for the Annual Incentive Program by the Board or the Committee. •Beginning in 2022,Mr. Camardo will be eligible to participate, during his employment, in the Company's annual stock-based award program on terms substantially similar to those that apply to other executive officers of the Company. The terms of such awards will be determined annually at the discretion of the Board or the Committee. •While employed by the Company,Mr. Camardo will be eligible to participate in the Company's employee benefit plans (including certain retirement and health and welfare benefit plans) on terms substantially similar to those that apply for other executive officers of the Company from time to time.Mr. Camardo will also be entitled to 20 days of paid vacation per year of full-time employment with the Company. •Mr. Camardo will be entitled to receive certain severance benefits under the terms of the Employment Agreement.
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