Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 11, 2021, Quanterix Corporation (the "Company"), issued a press release
announcing the appointment of Masoud Toloue as President of Quanterix
Corporation and Diagnostics, effective June 9, 2021. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Dr. Toloue, age 41, joins the Company from PerkinElmer where he served as Vice
President and General Manager, Diagnostics from July 2019 to January 2021 and as
Senior Vice President, Diagnostics from February 2021 to the present. From
August 2016 to June 2019, he served as Vice President and General Manager of
PerkinElmer's Applied Genomics business. In connection with his employment, Dr.
Toloue and the Company have entered into an employment agreement (the
"Employment Agreement") as of May 10, 2021. Under the Employment Agreement, Dr.
Toloue's at-will employment with the Company will commence on June 9, 2021. His
initial annualized base salary will be $525,000. Dr. Toloue will be eligible to
receive an annual performance bonus with an annual bonus target of up to
$525,000. Dr. Toloue's bonus for 2021 will be determined based his actual base
salary earned during the year. Dr. Toloue will also receive a sign-on equity
award consisting of 50,703 restricted stock units (the "Sign-On Equity Award").
The Sign-On Equity Award will vest over three years, with one-third vesting on
the first anniversary of Dr. Toloue's actual start date and the remainder
vesting ratably on a monthly basis over the next two years. Dr. Toloue will also
be eligible to receive a sign-on cash payment of $100,000 payable as soon as
practicable after his start date. Dr. Toloue will also be eligible to receive an
annual equity grant as part of the Company's the Company's next long-term equity
award cycle, which is expected to commence in 2022. The Company will target
grant date fair value of the annual equity awards of up to $1,600,000.
If Dr. Toloue's employment is terminated by the Company without cause or he
resigns for good reason, he will receive continued payment of his base salary
for twelve months (the "Severance Period"), payment of an amount equal to his
annual target bonus for the year of termination, acceleration of any of the
unvested portion of the Sign-On Equity Award that would have vested during the
Severance Period had he remained employed during such time, and health benefits
continuation during the Severance Period. If Dr. Toloue's employment is
terminated by the Company without cause or he resigns for good reason in
connection with a change-in-control, all of his outstanding but unvested equity
awards will become fully vested. Receipt of the foregoing termination benefits
will be subject to Dr. Toloue's execution of a separation agreement, including
certain restrictive covenants and a general release of all claims, in a form
acceptable to the Company.
The foregoing description of the principal terms of the Employment Agreement is
qualified in its entirety by reference to the Employment Agreement, a copy of
which is attached as Exhibit 10.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
Employment Agreement between Dr. Toloue and the Company dated May
10.1 10, 2021.
99.1 Press Release dated May 11, 2021.
Cover Page Interactive Data File (embedded within the inline XBRL
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