Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Officer Retirement
On August 2, 2021, Brian G. Drazba, the Chief Financial Officer and Secretary of
MEI Pharma, Inc. (the "Company"), and the Company entered into a Transition and
Retirement Agreement with the Company (the "Retirement Agreement"). On
December 21, 2021, Mr. Drazba and the Company mutually agreed to extend the term
of Mr. Drazba's employment to June 30, 2022 (or an earlier date determined by
either party), pursuant to a letter agreement dated December 21, 2021 (the
"Letter Agreement"). Mr. Drazba will be eligible to receive the separation
benefits under the Retirement Agreement if his employment terminates for any
reason other than for cause on or prior to June 30, 2022. Additionally,
consistent with the extension of employment, if Mr. Drazba's employment
terminates without cause on or prior to June 30, 2022 (i) Mr. Drazba will vest
in the same number of options as of his retirement date as he would have had he
continued employment through the first anniversary of the retirement date, and
(ii) he will be able to exercise his vested stock options through the first
anniversary of his retirement date, or until the expiration of the option term,
if earlier, subject to the terms of the applicable option agreements. The
foregoing benefits are subject to Mr. Drazba signing and not revoking a release
of claims and complying with applicable restrictive covenants. The parties may
mutually agree to extend the term of the Retirement Agreement.
The foregoing descriptions of the Retirement Agreement and the Letter Agreement
are qualified in their entirety by reference to the full text of the Transition
and Retirement Agreement, which was filed as Exhibit 10.1 to the Company's
Current Report on Form 8-K on August 5, 2021, and the Letter Agreement, which is
filed herewith as Exhibit 10.1 and incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Letter Agreement between Brian G. Drazba and MEI Pharma, Inc. dated
as of December 21, 2021
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the inline XBRL document)
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