Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective October 15, 2021, Martín Sebastian Olivo, M.D. will no longer be
employed by the Company as Chief Medical Officer (the "Separation"). Dr. Olivo
and the Company have entered into a consulting agreement (the "Consulting
Agreement"), effective October 16, 2021, pursuant to which Dr. Olivo will
provide consulting and transition services to the Company through November 22,
2021.
In connection with the Separation, Dr. Olivo and the Company have also entered
into a Separation Agreement and Release, dated October 15, 2021 (the "Separation
Agreement"), to memorialize the terms of his severance arrangements with the
Company. Pursuant to the Separation Agreement, in consideration of a general
release of all claims against the Company and certain representations,
warranties, covenants and agreements, Dr. Olivo is entitled to receive (i) his
base salary for a period of nine months paid in a lump sum; (ii) a one-time lump
sum pro-rata payment of his bonus at target; (iii) reimbursement of all business
expenses for which he is entitled; (iv) reimbursement of COBRA premium costs for
nine months; (v) reimbursement of supplemental life insurance premium costs for
nine months; and (vi) pro-rata vesting of his outstanding equity award, as he
was not employed through the one-year anniversary of the grant date of such
outstanding equity award.
The foregoing descriptions of the terms of the Consulting Agreement and the
Separation Agreement do not purport to be complete and are qualified in their
entirety by the full text of the Consulting Agreement and the Separation
Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to
this Current Report on Form 8-K and are incorporated by reference herein.
Item 8.01. Other Events.
Effective October 15, 2021, the Company promoted Jathin Bandari, M.D. to the
position of VP, Head of Clinical Development and Interim Chief Medical Officer.
Dr. Bandari joined Protara in April 2020. He is a Urologic Oncologist who
specializes in both minimally invasive urologic oncology and advanced open
pelvic and retroperitoneal cancer surgery. Dr. Bandari received his medical
degree at Johns Hopkins University and completed his urology residency at
University of Pittsburgh Medical Center. Following residency, he completed a
Society of Urologic Oncology fellowship at the University of Pittsburgh Medical
Center. Dr. Bandari maintains an academic appointment at the University of
Rochester.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Exhibit Description
10.1 Consulting Agreement, dated as of October 16, 2021, by and between the
Company and Martín Sebastian Olivo, M.D.
10.2 Separation Agreement and Release, dated as of October 15, 2021, by and
between the Company and Martín Sebastian Olivo, M.D.
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