Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On January 13, 2023, Phillip Gomez provided notice to SIGA Technologies, Inc.
(the "Company") of his intent to retire as Chief Executive Officer of the
Company in 2023 and to resign from the Board of Directors (the "Board") when he
ceases to serve as Chief Executive Officer. The Board has initiated a search for
Dr. Gomez's successor, and Dr. Gomez is expected to remain in his current role
as Chief Executive Officer of the Company until his successor commences services
as Chief Executive Officer of the Company. Dr. Gomez's departure is not a result
of any disagreement with the Company relating to the Company's operations,
policies or practices.
A copy of the press release related to this announcement is attached as Exhibit
99.1 hereto and incorporated herein by reference.
On January 13, 2023, the Company entered into a transition agreement (the
"Transition Agreement") with Dr. Gomez. The Transition Agreement provides that
Dr. Gomez will continue to serve as Chief Executive Officer of the Company until
a new Chief Executive Officer commences services with the Company in such role.
Upon such appointment of a new Chief Executive Officer, Dr. Gomez will continue
to be employed with the Company as a senior advisor to the new Chief Executive
Officer for up to 30 days (the end of such period, the "Transition Date").
Prior to the Transition Date, Dr. Gomez will continue to receive compensation
and benefits as provided under the terms of his employment agreement with the
Company, dated October 13, 2016 (the "Employment Agreement"), including his
annual bonus for 2022 to be paid in March 2023, and a pro-rated annual bonus for
2023 based on actual performance to be paid in March 2024. Following the
Transition Date, Dr. Gomez will be available to provide consulting services to
the Company for 12 months following the Transition Date, and he will receive
monthly retainer fees equal to 50% of his monthly base rate as in effect
immediately prior to the Transition Date. The Transition Agreement also provides
that Dr. Gomez will continue to be subject to the non-competition and
non-solicitation covenants set forth in his Employment Agreement until the later
of the (i) first anniversary of the date that Dr. Gomez ceases employment with
the Company or (ii) termination of the consulting period.
The foregoing description is qualified in its entirety by reference to the
Transition Agreement, a copy of which is attached as Exhibit 10.1 hereto and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are included in this report:
Exhibit No. Description
10.1 Transition Agreement, dated January 13, 2023, between SIGA Technologies,
Inc. and Phillip Louis Gomez, III.
99.1 Press Release, dated January 17, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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