ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(c) Appointment of new President and Chief Executive Officer
On June 23, 2022, Oragenics Inc. (the "Company") announced that the Board of
Directors approved the appointment of Kimberly Murphy, as the Company's new
President and Chief Executive Officer of the Company.
On June 23, 2022, Ms. Murphy entered into an Executive Employment Agreement with
the Company under the terms substantially similar to the employment agreements
of existing executives. Under the terms of her Executive Employment Agreement,
Ms. Murphy's employment with the Company became effective June 23, 2022 and she
receives an annual base salary of $430,000 and will be eligible for a
Performance Bonus with a target of 50% of her annual salary based on appropriate
Company based and individual based targets in the discretion of the Compensation
Committee as approved by the full Board of Directors. Ms. Murphy will be
eligible to participate in the medical insurance and other benefits available to
all employees except her annual vacation will be set at four (4) weeks.
In connection with Ms. Murphy's employment, she also was awarded stock options
to acquire 800,000 shares of common stock under the Company's 2021 Equity
Incentive Plan (the "Plan"), at an exercise price of $0.295 which was the
Company's closing price on the grant date. The options shall vest as follows:
160,000 options shall vest on the grant date, 160,000 options shall vest on
December 23, 2022, 160,000 options shall vest on June 23, 2023, 160,000 options
shall vest on December 23, 2023, and 160,000 options shall vest on June 23,
2024, in each case provided Ms. Murphy has remained in continuous employment
with the Company through such dates.
The Executive Employment Agreement is terminable at any time by the Company and
upon 30 days' notice by Ms. Murphy. Upon separation for any reason Ms. Murphy
shall receive her base salary accrued through the date of termination, and any
vested rights and benefits provided under employee benefit plans and programs of
the Company. In addition, if Ms. Murphy's separation from employment is
terminated by the Company without Cause, for Good Reason by Ms. Murphy or for
non-renewal by the Company after the end of the Initial Term and Ms. Murphy
signs a full general release then the Company would be obligated to pay Ms.
Murphy six months of her annual base salary as severance plus any earned but
unpaid Performance Bonus.
If Ms. Murphy's employment is terminated by the Company without Cause or by Ms.
Murphy for Good Reason during the period of 90 days either prior to or following
a Change in Control and Ms. Murphy signs a full general release then the Company
would be obligated to pay Ms. Murphy six months of her annual base salary as
severance, any earned, accrued but unpaid bonus Performance Bonus and Ms.
Murphy's Performance Bonus for the year of the Change in Control at target level
of performance. Additionally, with any such termination Ms. Murphy's stock
options or other stock awards under the Company's 2021 Equity Incentive Plan
which are not vested shall vest as of her termination date. Under the Executive
Employment Agreement, "Change in Control" is defined as a transaction or series
of transactions which constitutes a sale of control of the Company, a change in
effective control of the Company, or a sale of all or substantially all of the
assets of the Company, or a transaction which qualifies as a "change in
ownership" or "change in effective control" of the Company or a "change in
ownership of substantially all of the assets" of the Company under the standards
set forth in Treasury Regulation section 1.409A-3(i)(5).
In the Executive Employment Agreement Ms. Murphy has agreed to duties of
non-disclosure of Confidential Information, non-competition and non-solicitation
and Company ownership of development provisions.
The foregoing summary is qualified in its entirety by the specific terms of the
Executive Employment Agreement attached as Exhibit 10.1 to this Form 8-K which
is incorporated herein by reference.
We issued a press release on June 23, 2022 regarding the effective appointment
of Ms. Murphy as the Company's President and Chief Executive Officer and
continuing service on our Board of Directors. The press release is attached
hereto as Exhibit 99.1 and is incorporated by reference.
(e) Compensatory Arrangements of Certain Officers
Executive Officer Equity Award. On June 23, 2022, the Compensation Committee and
Board of Directors approved a stock option award to Mr. Michael Sullivan, the
Company's Chief Financial Officer, of 250,000 shares of the Company's common
stock under the Plan in connection with his interim duties as Principal
Executive Officer which ceased commensurate with Ms. Murphy's appointment as
Chief Executive Officer and President, referenced above. Mr. Sullivan's stock
option award vests immediately and is exercisable at $0.295 per share, the
closing price of the Company's common stock on the grant date, June 23, 2022.
The stock option award is subject to the terms and conditions of the Company's
form of employee stock option agreement.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Number Description
10.1 Executive Employment Agreement for Ms. Murphy dated June 23, 2022.
99.1 Press release, dated June 23, 2022 regarding new President and Chief
Executive Officer.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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