CARA THERAPEUTICS, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
Retention Agreements
On
The Board of Directors of the Company approved these agreements in recognition
of the Named Executives' collective commitment to the Company demonstrated
during the recent transition of the Company to its new chief executive officer,
For the cash retention bonuses ("Cash Retention Bonus"), each of the Named
Executives will receive an aggregate payment equal to the Named Executive's 2021
target bonus amount, or in the case of
For the RSU grants, on
The foregoing description of the Retention Agreements is not intended be
complete descriptions of the rights and obligations of the parties thereunder
and is qualified in its entirety by reference to the full text of the form of
Retention Agreement, a copy of which will be filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ending
Severance Plan
Also on
The Severance Plan, which was approved by the Company's Board of Directors upon the recommendation of the Compensation Committee, provides for certain severance benefits for an employee of the Company who (i) is the CEO or has been designated by the administrator to participate in the Severance Plan, (ii) has executed the Company's standard confidentially and inventions assignment agreement, and (iii) has timely and properly executed and delivered a Participation Agreement (as defined in the Severance Plan) to the Company (the "Covered Employee") in the event a Covered Employee's termination of employment by the Company without Cause or a Covered Employee resigns for Good Reason (each as defined in the Severance Plan); provided, that, in either case, such termination is not due to the Covered Employee's death or disability (the "Covered Termination"). In the event of a Covered Termination, the Covered Employee will be eligible for: (a) cash severance in an amount equal to the Covered Employee's base salary for the number of months in the Covered Employee's Participation Agreement; (b) a prorated annual bonus of the Covered Employee's target bonus (if any), for the year in which the Covered Termination occurs; and (c) applicable COBRA premiums for coverage following the date of the Covered Termination for the Standard Severance Period (as defined in the Severance Plan) (collectively, the "Severance Benefits"). If a Covered Termination occurs within a 12- month period of a Change in Control then the severance benefits to which each Covered Employee is eligible to receive will be enhanced as set forth in the applicable Participation Agreement, and each Covered Employee's then-outstanding equity awards which are subject to time-based vesting will accelerate and vest as provided in the applicable Participation Agreement. The Covered Employee must execute a release of claims, which must become effective within 60 days following the Covered Termination to be eligible for Severance Benefits. The Severance Plan contains certain covenants regarding confidential information and non-disparagement.
The foregoing description of the Severance Plan is not intended be a complete
description of the rights and obligations of the parties thereunder and is
qualified in its entirety by reference to the full text of the Severance Plan, a
copy of which will be filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ending
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