Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)Amended and Restated Employment Agreements for
On
Base Salary and Target Bonus
Under the Amended Employment Agreements, the annual base salary and target bonus
were updated to reflect each executive's current salary and target bonus.
Severance Upon Qualifying Termination Unrelated to a Change of Control
Each Amended Employment Agreement continues to provide for payments in the event the executive's employment is terminated due to death or "Disability", or in the event the Company terminates the executive's employment "Without Cause" or if the executive resigns for "Good Reason" (each as defined in the Amended Employment Agreements), provided that the executive executes and does not revoke a release of claims (each, a "Qualifying Termination").
If a Qualifying Termination occurs, the Company has agreed to provide each executive with the following severance benefits:
continued payment of his then-current base salary for a period of 12 months
? following termination (the "Severance Period"), in each case payable in
accordance with normal payroll practices;
? a lump sum payment of any approved but unpaid bonuses or portion thereof for
the preceding year or the year of termination; and
a direct payment by the Company to the applicable healthcare provider of 100%
? of the medical, vision and dental coverage premiums due to maintain any COBRA
coverage for which he is eligible and has appropriately elected for a period of
12 months after the effective date of termination (the "COBRA Payment Period").
Severance Upon Qualifying Termination Related to a Change of Control
If a Qualifying Termination occurs on or within three months prior to, or within 12 months following, a "Change of Control" (as defined in the Amended Employment Agreements), the Company has agreed to provide each executive, as applicable, with the following additional severance benefits (in addition to the severance benefits noted above):
? for
following the end of the Severance Period;
? an additional lump sum payment equal to the target bonus for
times the target bonus for
? for
months following the end of the COBRA Payment Period; and
if the termination occurs on or within three months prior to the Change of
Control, all of
? equity awards outstanding on the effective date of termination will become
fully vested on the effective date of the Change of Control, or if the
termination 2
occurs within 12 months following the effective date of the Change of Control,
provided that any surviving corporation or acquiring corporation assumes his
stock options or other equity awards, as applicable, or substitutes similar
stock options or equity awards for his stock options or equity awards, as
applicable, in accordance with the terms of the applicable equity incentive
plans, all unvested stock options and other equity awards outstanding on the
effective date of termination will become fully vested on the date of
termination.
Compared to his Prior Agreement,
Severance Upon Non-Renewal by the Company
Each Amended Employment Agreement continues to provide for payments in the event the executive's employment is terminated upon non-renewal by the Company, provided that the executive executes and does not revoke a release of claims. If such termination occurs, the Company agrees to provide each executive with the following severance benefits:
? continued payment of his then-current base salary for the Severance Period, in
each case payable in accordance with normal payroll practices;
? a lump sum payment of any approved but unpaid bonuses or portion thereof for
the preceding year or the year of termination; and
a direct payment by the Company to the applicable healthcare provider of 100%
? of the medical, vision and dental coverage premiums due to maintain any COBRA
coverage for which he is eligible and has appropriately elected for the COBRA
Payment Period.
Compared to his Prior Agreement,
The foregoing summary of each of the Amended Employment Agreements is not complete and is qualified in its entirety by reference to the full text of the Amended Employment Agreements, copies of which are filed herewith 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 Number Exhibit Description 10.1 Amended and Restated Employment Agreement, dated as ofJanuary 12, 2022 , by and between the Company andNeal Walker . 10.2 Amended and Restated Employment Agreement, dated as ofJanuary 12, 2022 , by and between the Company andFrank Ruffo . 104 The cover page fromAclaris Therapeutics, Inc.'s Form 8-K filed onJanuary 14, 2022 , formatted in Inline XBRL. 3
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