Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 12, 2021, Sage Therapeutics, Inc. (the "Company") and Michael Cloonan,
its Chief Operating Officer, agreed that Mr. Cloonan would depart the Company
following an agreed upon transition period. On the same date (the "Agreement
Date"), the Company and Mr. Cloonan entered into a formal separation agreement
(the "Separation Agreement") pursuant to which Mr. Cloonan's separation from the
Company and resignation from his role as Chief Operating Officer and all other
positions he holds as an officer and employee of the Company would become
effective May 3, 2021 (the "Separation Date," and the period from the Agreement
Date to the Separation Date, the "Transition Period").
Under the Separation Agreement, Mr. Cloonan has agreed to continue to serve as
an active employee and to perform such additional transition duties as may be
requested by the Company during the Transition Period. Mr. Cloonan will continue
to receive his base salary as in effect immediately prior to the Agreement Date
(his "Base Salary") and remains eligible to participate in the Company's
benefits plans during the Transition Period.
The Separation Agreement also provides for a release of claims by Mr. Cloonan
and non-solicitation, non-competition, non-disclosure and non-disparagement
obligations following the Separation Date. Subject to the effectiveness of the
release and compliance with such obligations, following the Separation Date,
Mr. Cloonan will be entitled to (i) the continuation of his Base Salary until
the earlier of eight months following the Separation Date and the date he
becomes employed or engaged as a consultant by a third party (such earlier date,
the "Cessation Date") and (ii) the payment of monthly premiums for healthcare
coverage under COBRA to the same extent as if he had remained employed by the
Company until the earlier of the Cessation Date and the date Mr. Cloonan becomes
ineligible for the continuation of such coverage.
The foregoing description of certain terms of the Separation Agreement is
qualified in its entirety by reference to the Separation Agreement, a copy of
which the Company intends to file with the U.S. Securities and Exchange
Commission as an exhibit to its Quarterly Report on Form 10-Q for the quarter
ending March 31, 2021.
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