Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
If the employment of an Executive is terminated by the Company without Cause or
if the Executive resigns with Good Reason (as each term is defined in the A&R
Employment Agreements), then
· payment of any annual bonus otherwise payable (but for the cessation of
Executive's employment) with respect to a year ended prior to the cessation of
Executive's employment;
· continuation of the Executive's then-current base salary in accordance with
normal payroll procedures for the applicable severance period;
· payment of a cash severance benefit equal to the Executive's annual bonus at
the target percentage for the year in which the termination occurs (except in the case ofMr. Ciaffoni , who would receive payment of a cash severance benefit equal to 150% of his annual bonus at the target percentage for the year in which the termination occurs), paid in monthly installments over the applicable severance period;
· the Executive's unvested equity incentives that are subject only to time-based
vesting and would have vested over the applicable severance period will become immediately and automatically fully vested and exercisable (equity incentives that are subject to performance-based vesting will vest, if at all, in accordance with the applicable award agreements); and
· waiver of the applicable premium otherwise payable for COBRA continuation
coverage for the Executive, if applicable (and, to the extent covered
immediately prior to the date of such cessation, his or her eligible
dependents) during the applicable severance period.
If any Executive's employment is terminated by the Company without Cause or if the Executive resigns with Good Reason, in either case within 12 months following the occurrence of a Change in Control (as defined in the A&R Employment Agreements), then, subject to the Company's receipt of a general release of claims and the terminated Executive's continued compliance with certain restrictive covenants, such Executive would be entitled to receive the following severance benefits, less applicable tax withholding:
· all of the Executive's unvested equity incentives that are subject only to
time-based vesting will become immediately and automatically fully vested and exercisable (equity incentives that are subject to performance-based vesting will vest, if at all, in accordance with the applicable award agreements);
· a lump sum payment of 18 months (or in the case of
the Executive's then-current base salary;
· a lump sum payment equal to 1.5 times his or her then-current target annual
bonus (or in the case of
bonus); and
· waiver of the applicable premium otherwise payable for COBRA continuation
coverage for the Executive, if applicable (and, to the extent covered immediately prior to the date of such cessation, his or her eligible dependents) for a period of 18 months (or in the case ofMr. Ciaffoni , 24 months).
The A&R Employment Agreements also provide that, while employed and for a period
of 12 months following the termination of the Executive (or in the case of
The descriptions of the A&R Employment Agreements contained herein do not purport to be complete and are qualified in their entirety by reference to the full text of the A&R Employment Agreements, copies of which are filed as exhibits hereto and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits 10.1 Amended & Restated Employment Agreement, datedDecember 27, 2020 , by and betweenCollegium Pharmaceutical, Inc. andJoseph Ciaffoni . 10.2 Amended & Restated Employment Agreement, datedDecember 28, 2020 , by and betweenCollegium Pharmaceutical, Inc. andPaul Brannelly . 10.3 Amended & Restated Employment Agreement, datedDecember 27, 2020 , by and betweenCollegium Pharmaceutical, Inc. andScott Dreyer . 10.4 Amended & Restated Employment Agreement, datedDecember 29, 2020 , by and betweenCollegium Pharmaceutical, Inc. andAlison B. Fleming , Ph.D. 10.5 Amended & Restated Employment Agreement, datedDecember 27, 2020 , by and betweenCollegium Pharmaceutical, Inc. andShirley Kuhlmann . 10.6 Amended & Restated Employment Agreement, datedDecember 27, 2020 , by and betweenCollegium Pharmaceutical, Inc. andRichard Malamut , M.D. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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