Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 30, 2020, the Board of Directors of Soliton, Inc. (the "Company")
appointed Brad Hauser as President and Chief Executive Officer, effective on
November 2, 2020.
Mr. Hauser, age 43, has been a member of the Company's Board of Directors since
June 15, 2018. Mr. Hauser served as the Vice President, R&D and General Manager
for CoolSculpting at Allergan Aesthetics, an AbbVie Company, since ZELTIQ
Aesthetics, Inc. was acquired by Allergan in April 2017 until October 30, 2020.
Previously, he served as the Senior Vice President of Research and Development
at ZELTIQ Aesthetics, Inc. from January 2017 to April 2017 and as its Vice
President of Research and Development from July 2015 to January 2017. Mr. Hauser
joined ZELTIQ in December 2013 as Vice President of Product and Clinical
Strategy. Prior to joining ZELTIQ, he held multiple roles in the aesthetic
industry, including Executive Vice President of Commercial Operations for
Cutera, Director of Research and Development at Medicis and Managing Director of
Product and Clinical Marketing at Solta Medical. Mr. Hauser received his
Bachelor of Arts in Human Biology from Stanford University.
On October 30, 2020, the Company entered into an employment agreement with Brad
Hauser to serve as the Company's President and Chief Executive Officer effective
on November 2, 2020. Pursuant to the employment agreement, Mr. Hauser will be
paid an annual base salary of $475,000 and have a cash bonus potential of 65% of
his base salary to be determined at the sole discretion of the Company's
compensation committee. Pursuant to the employment agreement, Mr. Hauser was
granted a restricted stock unit award for 200,000 shares of the Company's common
stock, under the Company's 2018 Stock Plan, with 4-year annual vesting. Mr.
Hauser was also granted a stock option to purchase 350,000 shares of Company
common stock at an exercise price per share equal to the closing price per share
of the Company's common stock on the appointment date on October 30, 2020, under
the Company's 2018 Stock Plan, with a 4-year annual vesting. Pursuant to the
employment agreement, if Mr. Hauser is terminated at the Company's election
without "cause" (as defined in the employment agreement), or by Mr. Hauser for
"good reason" (as defined in the employment agreement), Mr. Hauser is entitled
to receive severance payments equal to twelve months base salary and the amount
of the targeted annual bonus for the compensation year in which such termination
occurs; provided that if the termination occurs during a covered period the
severance amount will increase to eighteen months base salary and 150% of the
amount of the the targeted annual bonus for the compensation year in which such
termination occurs and all equity awards held by Mr. Hauser prior to the
termination will accelerate and become vested. A "covered period" is defined as
the period commencing three months prior to a change in control and ending
twelve months following a change in control.
In connection with Mr. Hauser's appointment as President and Chief Executive
Officer, the Board determined that Mr. Hauser was no longer an independent
director and Mr. Hauser resigned from the Board's audit committee, compensation
committee and nominating and governance committee.
On November 2, 2020, Dr. Chris Capelli transitioned to the position of Chief
Science Officer and the Board appointed him as Vice Chairman of the Board. In
connection with Dr. Capelli's transition, on October 30, 2020, the Company
entered into an amendment to Dr. Capelli's amended and restated employment
agreement.
The foregoing descriptions of the material terms of Mr. Hauser's employment
agreement and Dr. Capelli's amendment to his amended and restated employment
agreement are not complete and are qualified in their entirety by reference to
the full text of such agreements, copies of which are filed as Exhibits 10.1 and
10.2 to this Current Report on Form 8-K and are incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Exhibit
Employment Agreement between Soliton, Inc. and Brad Hauser dated October 30,
10.1 2020.
Amendment to Amended and Restated Employment Agreement between Soliton, Inc.
10.2 and Christoper Capelli dated October 30, 2020.
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