Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 4, 2021, following the approval of the Compensation Committee of the
Board of Directors of Axogen, Inc. (the "Company"), Axogen Corporation, a wholly
owned subsidiary of the Company ("AC"), entered into an amended and restated
employment agreement with Angelo Scopelianos, Ph.D (the "Amended Employment
Agreement") in connection with Dr. Scopelianos' promotion to the position of
Chief Research and Development Officer. The Amended Employment Agreement
replaces and supersedes the prior employment agreement between AC and Dr.
Scopelianos that was effective November 1, 2020 (the "Prior Employment
Agreement"), which was previously filed as Exhibit 10.7 to the Company's Current
Report on Form 8-K filed with the U.S. Securities and Exchange Commission on
October 29, 2020. The Compensation Committee of the Company's Board of Directors
(the "Compensation Committee") viewed the Amended Employment Agreement as
appropriate given the importance of the Company's ongoing research and
development efforts. In addition, the Amended Employment Agreement reflects
changes to the Prior Employment Agreement that conform to and are consistent
with the terms of AC's employment agreements with its other executive officers
(other than the Chief Executive Officer and President).
The following is a brief description of the terms and conditions of the Amended
Employment Agreement:
Dr. Scopelianos will serve as AC's Chief Research and Development Officer. Dr.
Scopelianos will receive a base salary of $395,000, subject to review and
adjustment from time to time by AC, and he is eligible to participate in AC's
current bonus program, upon terms and conditions determined by AC, with his
annual target bonus opportunity at 50% of his base salary. In addition,
consistent with the terms of the Prior Employment Agreement, Dr. Scopelianos is
entitled to participate in benefit plans from time to time in effect for AC's
executives and/or employees generally, subject to the eligibility provisions of
those plans. Dr. Scopelianos' employment is at-will.
In the event Dr. Scopelianos' employment is terminated by AC without
"Substantial Cause" (as defined in the Amended Employment Agreement) or by Dr.
Scopelianos for "Good Reason" (as defined in the Amended Employment Agreement),
in each case in connection with a "Change of Control" (as defined in the Amended
Employment Agreement) or within 365 days following a Change in Control, Dr.
Scopelianos will be entitled to a lump sum separation payment consisting of: (i)
18 months of base salary (rather than 15 months as was provided in the Prior
Employment Agreement); and (ii) an amount equal to 150% (rather than 125% as was
provided in the Prior Employment Agreement) of any bonuses paid to him during
the year prior to termination of employment. In addition, Dr. Scopelianos will
be entitled to payment of premiums for his and his covered dependents' COBRA for
the first 18 months of the COBRA continuation period (rather than 15 months as
was provided in the Prior Employment Agreement).
Consistent with the terms of the Prior Employment Agreement, in the event Dr.
Scopelianos' employment is terminated by AC without Substantial Cause and not in
connection with a Change of Control, Dr. Scopelianos will be entitled to a lump
sum separation payment consisting of: (i) 12 months of base salary; and (ii) an
amount equal to 100% of any bonuses paid to him during the year prior to
termination of employment. In addition, Dr. Scopelianos will be entitled to
payment of premiums for his and his covered dependents' COBRA for the first 12
months of the COBRA continuation period.
In connection with the Company's annual equity grant process and Dr.
Scopelianos' promotion to Chief Research and Development Officer, the Company
expects to grant Dr. Scopelianos certain stock options, restricted stock units
and performance stock units, in each case subject to approval of the
Compensation Committee.
In connection with the Amended Employment Agreement, Dr. Scopelianos also
entered into a new confidentiality and non-compete agreement, which agreement
imposes on Dr. Scopelianos customary restrictive covenants prohibiting the
disclosure of AC's confidential information, requiring Dr. Scopelianos to assign
intellectual property to AC, prohibiting Dr. Scopelianos from competing with AC
during the term of his employment and for one year following the termination of
his employment, and prohibiting Dr. Scopelianos from soliciting AC's employees
and contractors during the term of his employment and for two years following
the termination of his employment. The terms of this new confidentiality and
non-compete agreement are the same as the terms of the confidentiality and
non-compete agreement entered into by Dr. Scopelianos in connection with the
Prior Employment Agreement.
The foregoing description of the Amended Employment Agreement is qualified in
its entirety by the full text of the Amended Employment Agreement, which is
being filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
10.1 Second Amended and Restated Employment Agreement, effective
January 4, 2021, between Axogen Corporation and Angelo Scopelianos
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