Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 29, 2022, Innoviva, Inc. (the "Company") entered into an offer letter
agreement (the "Offer Letter") with Pavel Raifeld, the Chief Executive Officer
of the Company, pursuant to which, among other things, Mr. Raifeld will continue
his employment with the Company in the role of Chief Executive Officer,
effective as of May 1, 2022 for a term ending April 30, 2024 (the "Initial
Term").
The Offer Letter provides for an initial base salary of $455,000 during the
portion of the initial term beginning May 1, 2022 and ending April 30, 2023, and
$500,000 during the portion of the Initial Term beginning May 1, 2023 and ending
April 30, 2024. The Offer Letter provides for Mr. Raifeld's eligibility to
receive an annual discretionary bonus with an annual target payout of 70% of his
base salary starting in May 2022 and 80% of his base salary starting in May
2023.
In addition, on May 2, 2022, Mr. Raifeld was granted options (the "Options") to
purchase 150,000 shares of the Company's common stock, subject to the terms and
conditions of the Company's 2012 Equity Incentive Plan (the "Plan") and a stock
option agreement. 25% of the Options vested on May 1, 2022 and the balance will
vest in twelve (12) substantially equal installments thereafter on each three
(3) month anniversary of the initial vesting date, in each case, subject to Mr.
Raifeld's continuous service through the applicable vesting date, with
accelerated vesting in the event that Mr. Raifeld experiences an "involuntary
termination" (as defined in Mr. Raifeld's stock option agreement) within
twenty-four (24) months following a "change in control" (as defined in the
Plan).
Pursuant to the Offer Letter, if the Company terminates Mr. Raifeld's employment
without "cause" (other than due to his death or disability), the Company will,
subject to his execution of a general release of claims in favor of the Company,
provide Mr. Raifeld (i) continued payment of his base salary in accordance with
the Company's regular payroll practices during the longer of (x) the six (6)
month period immediately following the date of such termination or (y) the
period beginning on the termination date and ending April 30, 2024, and (ii)
continued eligibility to receive a pro-rata bonus (based on the number of full
months of employment completed in the year of termination) for the year of
termination (less all applicable withholding taxes), subject to the terms and
conditions of the Company's bonus program in effect at the time of termination
(other than continued employment) including the achievement of any performance
conditions, payable at the same time as bonuses are paid to active employees.
The foregoing description of the terms and conditions of the Offer Letter does
not purport to be complete and is qualified in its entirety by reference to the
full text of the Offer Letter (including the restrictive covenant agreement), a
copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and
is incorporated herein by reference in its entirety.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Offer Letter between Innoviva, Inc. and Pavel Raifeld, dated April 29,
2022.
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