Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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Directors
In accordance with the Merger Agreement, on January 9, 2020,
immediately prior to and effective upon the closing of the Merger, Hubert Birner, Ph.D., Garen Bohlin, John G. Freund, M.D., Paul
J. Hastings and Timothy P. Noyes resigned from the Company’s board of directors and committees of the board of directors
on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the
Company’s operations, policies or practices.
In accordance with the Merger Agreement, the Company’s
board of directors (and its committees) was reconstituted to include the following directors:
Name
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Age
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Position
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Luke Beshar
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61
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Chairman of the Board
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Scott Braunstein, M.D.
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55
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Director
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Roger Garceau, M.D.
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66
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Director
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Richard Levy, M.D.
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62
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Director
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Gregory Sargen
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54
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Director
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Michael Solomon, Ph.D.
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50
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Director
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Jesse Shefferman
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48
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Chief Executive Officer, President and Director
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Mr. Shefferman and Dr. Braunstein are Class III directors, whose
terms expire at the Company’s 2020 annual meeting of stockholders. Drs. Levy and Solomon are Class I directors, whose terms
expire at the Company’s 2021 annual meeting of stockholders. Mr. Beshar, Dr. Garceau and Mr. Sargen are Class II directors,
whose terms expire at the Company’s 2022 annual meeting of stockholders. In addition, Dr. Braunstein, Dr. Levy and Mr. Sargen
were appointed to the Company’s Audit Committee (with Mr. Sargen serving as chair of the committee); Mr. Sargen, Dr. Garceau
and Dr. Solomon were appointed to the Company’s Compensation Committee (with Dr. Solomon serving as chair of the committee);
and Mr. Beshar and Dr. Solomon were appointed to the Company’s Nominating and Corporate Governance Committee (with Mr. Beshar
serving as chair of the committee).
Luke Beshar, Director
Mr. Beshar has over 35 years of experience in serving
as the chief financial officer for publicly-traded and privately-held pharmaceutical companies. Mr. Beshar has served on the
board of directors of Trillium Therapeutics Inc., a publicly traded immuno-oncology company, since March 2014, and has served
on the board of directors of RegenxBio, Inc., a publicly traded leading clinical-stage gene therapy company, since May 2015.
Mr. Beshar has served on the ArTara board of directors since October 2018. Prior to his board service, Mr. Beshar served
as executive vice president, chief financial officer of NPS Pharmaceuticals, Inc., a publicly traded pharmaceutical company
that specialized in drugs for gastrointestinal disorders, from 2007 until February 2015 when the company was acquired by Shire plc.
Prior to NPS Pharmaceuticals, Mr. Beshar served as executive vice president, strategy and corporate development and executive
vice president, chief financial officer of Cambrex Corporation, a publicly traded life sciences company that provides products
and services for small molecule active pharmaceutical ingredients, from 2002 until 2007. Mr. Beshar began his career with
Arthur Andersen & Co. and is a certified public accountant. Mr. Beshar earned his B.A. in accounting and financial
administration from Michigan State University and is a graduate of The Executive Program at the Darden Graduate School of Business
at the University of Virginia. Mr. Beshar's management experience as the chief financial officer for publicly-traded and privately-held
pharmaceutical companies, as well as his current director experience on other publicly held companies provide him with the qualifications
and skill to serve on the Company's board of directors.
Scott Braunstein, M.D., Director
Dr. Braunstein became a member of the ArTara board of directors
in June 2018, and has served as the chairman of its board of directors since June 2018. In August 2019, Dr. Braunstein began
serving as president and chief executive officer of Marinus Pharmaceuticals, Inc., a publicly traded clinical stage pharmaceutical
company. Dr. Braunstein has served as an operating partner at Aisling Capital, a private investment firm, since September
2015 and previously served as the chief operating officer, senior vice president of strategy and corporate development, and chief
strategy officer at Pacira Pharmaceuticals, Inc., a publicly traded pharmaceutical provider of non-opioid pain management
options, from July 2015 to March 2018. Dr. Braunstein served as a healthcare portfolio manager at Everpoint Asset Management
from September 2014 until February 2015. Previously, from 2002 until June 2014, Dr. Braunstein worked in various positions
at JP Morgan Asset Management, a division of JPMorgan Chase & Co., a publicly traded global financial services firm,
most recently as a managing director, senior portfolio manager for the JPM Global Healthcare Fund, and the JPM asset global equity
analyst for the U.S. pharmaceutical and biotechnology industry. Dr. Braunstein began his career as a practicing physician,
also serving as assistant clinical professor at Albert Einstein College of Medicine and Columbia University Medical Center. Dr. Braunstein
currently serves as a member of the board of directors of the following publicly traded companies: Constellation Pharmaceuticals, Inc.,
a clinical-stage biopharmaceutical company, Marinus Pharmaceuticals, Inc., Esperion Therapeutics, Inc., a late-stage
pharmaceutical company, Trevena, Inc., a biopharmaceutical company, and Ziopharm Oncology, a biopharmaceutical company focused
on immune-oncology therapies. Dr. Braunstein also currently serves as a member of the board of directors of SiteOne Therapeutics, Inc.,
a privately held company developing novel pain therapeutics. Dr. Braunstein earned his B.A. from Cornell University and his
M.D. from the Albert Einstein College of Medicine at Yeshiva University. Dr. Braunstein's significant board experience within
the biopharmaceutical industry, as well as his management experience, provide him with the qualifications to serve on the Company's
board of directors.
Richard Levy, M.D., Director
Dr. Levy has served as a member of the board of directors
of ArTara since December 2019. Dr. Levy also currently serves on the board of directors of Kodiak Sciences Inc., Kiniksa
Pharmaceuticals, Ltd. and Madrigal Pharmaceuticals, Inc., each a publicly traded pharmaceutical company. Dr. Levy
also currently serves on the board of directors of Gliknik Inc., a privately-held biopharmaceutical company. Dr. Levy
previously served on the board of directors of Aquinox Pharmaceuticals, Inc., a publicly traded pharmaceutical company, from
March 2017 until March 2019. Previously, from December 2016 until May 2019, Dr. Levy served as a part-time senior advisor
for Baker Bros. Advisors, L.P., a firm that primarily manages long-term investment funds focused on publicly traded life sciences
companies. Dr. Levy served as executive vice president and chief drug development officer at Incyte from January 2009 until
his retirement in April 2016, and as senior vice president of drug development at Incyte from August 2003 until January 2009. Prior
to joining Incyte, Dr. Levy served as vice president, biologic therapies, at Celgene Corporation, a publicly-held biopharmaceutical
company, from 2002 until 2003. From 1997 until 2002, Dr. Levy served in various executive positions with DuPont Pharmaceuticals
Company, first as vice president, regulatory affairs and pharmacovigilence, and thereafter as vice president, medical and commercial
strategy. Dr. Levy served at Novartis, and its predecessor company, Sandoz, from 1991 until 1997 in positions of increasing
responsibility in clinical research and regulatory affairs. Prior to joining the pharmaceutical industry, Dr. Levy served
as an assistant professor of medicine at the UCLA School of Medicine. Dr. Levy is board certified in internal medicine and
gastroenterology and received his A.B. in biology from Brown University, his M.D. from the University of Pennsylvania School of
Medicine, and completed his training in internal medicine at the Hospital of the University of Pennsylvania and a fellowship in
gastroenterology and hepatology at UCLA. Dr. Levy's more than 25 years of experience in the pharmaceutical and biotechnology
industries, as well as his extensive board experience, provide him with the qualifications to serve on the Company's board of directors.
Gregory Sargen, Director
Mr. Sargen has served as a member of the board of directors
of ArTara since November 2019. Mr. Sargen joined Cambrex Corporation, a publicly traded life sciences company, in February
2003 and has held various roles at Cambrex. Mr. Sargen has served as its chief financial officer and executive vice president
since September 2018 and executive vice president, corporate development and strategy since January 2017. Mr. Sargen previously
served as executive vice president and chief financial officer from January 2011 until January 2017 and vice president and chief
financial officer since February 2007. Mr. Sargen also previously served as vice president, finance at Cambrex Corporation.
Previously, Mr. Sargen served as executive vice president, finance / chief financial officer and vice president /
corporate controller at Exp@nets, Inc., a communication company, from 1999 until 2002. Mr. Sargen previously served as
vice president, finance and controller at Fisher Scientific International's Chemical Manufacturing Division from 1996 until 1998.
Mr. Sargen has held various positions in finance, accounting and audit with Merck & Company, Inc., Heat and
Control, Inc. and Deloitte & Touche. Mr. Sargen currently serves on the board of directors of Avid Bioservices, Inc.,
a publicly traded biologics contract development and manufacturing organization. Mr. Sargen is a certified public accountant
(non-practicing). Mr. Sargen earned his B.S. in accounting from Pennsylvania State University and his MBA in finance from
The Wharton School of the University of Pennsylvania. Mr. Sargen's industry experience, both in management and at the board
level, provide him with the qualifications to serve on the Company's board of directors.
Roger Garceau, M.D., Director
Dr. Garceau has more than 30 years of broad pharmaceutical
industry experience and has served as a member of the board of directors of ArTara since January 2019. Dr. Garceau has served
as a member of the board of directors of Entera Bio Ltd., a biotechnology company specializing in the oral delivery of large
molecules and biologics, and has served as its chief development advisor since December 2016. Prior to joining Entera, Dr. Garceau
served as chief medical officer and executive vice president of NPS Pharmaceuticals, Inc., a publicly traded pharmaceutical
company that specialized in drugs for gastrointestinal disorders, since December 2008 and January 2013, respectively, until February
2015, when NPS Pharmaceuticals was acquired by Shire plc. Previously, Dr. Garceau has also served in several managerial
positions with NPS Pharmaceuticals, Inc., Sanofi-Aventis and Pharmacia Corporation. Dr. Garceau has served as a member
of the board of directors of Enterome SA, a privately held clinical-stage biopharmaceutical company, since December 2016.
Dr. Garceau is a board-certified pediatrician and is a fellow of the American Academy of Pediatrics. Dr. Garceau earned
his B.S. in biology from Fairfield University and his M.D. from the University of Massachusetts Medical School. Dr. Garceau's
pharmaceutical industry experience, both in management and at the board level, provide him with the qualifications to serve on
the Company's board of directors.
Michael Solomon, Ph.D., Director
Dr. Solomon has more than 20 years of experience in
the biotechnology industry and has spent the last 14 years focused on creating and operating early stage companies. Dr. Solomon
has served as chief executive officer of Ribometrix, Inc., a privately held therapeutics company focused on targeting RNA
with small molecules, since October 2017. Dr. Solomon served as a venture partner at SV Health Investors from December 2016
until December 2018. Previously, Dr. Solomon served as chief operating officer at Decibel Therapeutics, Inc., a biotechnology
company focused on hearing disorders, from 2015 until 2016. Dr. Solomon served as chief operating officer of Ember Therapeutics, Inc.,
a publicly traded pharmaceutical company, from 2012 until 2015, and as chief business officer of Link Medicine Corporation, a privately
held biopharmaceutical company, from 2009 until 2012. Dr. Solomon was a founder and vice president of discovery at Epizyme
Therapeutics, Inc., a clinical stage biopharmaceutical company, and vice president of discovery at Hypnion, Inc., a sleep
disorder company that was sold to Lilly in 2007. Dr. Solomon has served as a member of the board of directors of ArTara since
May 2018 and currently serves on the board of directors of Ribometrix, Inc., a privately held platform therapeutics company.
Dr. Solomon earned his B.S. in chemistry from the University of Massachusetts, Amherst and his Ph.D. in organic chemistry
from the University of Wisconsin. Dr. Solomon's industry experience in creating and operating early stage companies provide
him with the qualifications to serve on the Company's board of directors.
On January 9, 2020, the Company adopted a Non-Employee Director
Compensation Policy (the “NED Compensation Policy”), which applies to each of the non-employee directors
of the Company. Pursuant to the NED Compensation Policy, each non-employee directors will receive the following compensation for
service on the Company’s board of directors:
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An annual cash retainer of $35,000;
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An additional cash retainer of $115,000 to the chairman of the board
of directors;
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An additional annual cash retainer of $7,500, $5,000 and $5,000 for
service as a member of the audit committee, compensation committee and nominating and corporate governance committee, respectively;
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An additional annual cash retainer of $7,500, $5,000, and $2,500 for
service as the chairman of the audit committee, compensation committee and nominating and corporate governance committee; respectively;
and
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An annual grant, without any further action of the Company’s
board of directors, on the date of each annual meeting, of a nonstatutory stock option to purchase 9,200 shares of the Company’s
common stock.
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The foregoing description of the NED Compensation Policy is
not complete and is subject to and qualified in its entirety by reference to the NED Compensation Policy, a copy of which is attached
hereto as Exhibit 10.10, and is incorporated herein by reference.
On January 10, 2020, the Company’s board of directors
granted the following restricted stock unit awards ("RSUs") to its non-employee directors:
Name
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Number of Shares Subject to
the Restricted Stock Unit Award
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Luke Beshar
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168,000(1)
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Scott Braunstein, M.D.
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26,500(1)
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Roger Garceau, M.D.
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33,000(1)
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Richard Levy, M.D.
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31,000(2)
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Gregory Sargen
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31,000(2)
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Michael Solomon, Ph.D.
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26,500(1)
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(1) 3/24th of the shares were vested upon grant and 1/24th of the
shares vest monthly thereafter, beginning on February 10, 2020
(2) 50% of the shares
vest on January 10, 2021 and 1/24th of the shares vest monthly thereafter
The foregoing RSUs were granted pursuant to the Company’s
Amended and Restated 2014 Equity Incentive Plan, as amended. Settlement for the RSUs is deferred until the earliest to occur of (i) the director's termination of service, (ii) death,
(iii) disability and (iv) a change in control of the Company. In the event of a change in control of the Company, the RSUs
will vest in full.
Each of the Company’s directors is expected to enter into
an indemnity agreement with the Company.
Executive Officers
On January 9, 2020, immediately prior to and effective upon
the closing of the Merger, Timothy Noyes, the Company’s President and Chief Executive Officer, and George Eldridge, the Company’s
Senior Vice President and Chief Financial Officer, resigned as officers of the Company. As previously disclosed on a Current Report
on Form 8-K (filed with the SEC on October 2, 2019), on September 30, 2019, the Company and Mr. Noyes entered into a Separation
Agreement, which sets forth the terms of Mr. Noyes’ separation from the Company as of October 1, 2019 and entry into a Consulting
Agreement with the Company. As previously disclosed on a Current Report on Form 8-K (filed with the SEC on December 23, 2019),
on December 20, 2019, the Company and Mr. Eldridge entered into a Separation Agreement, which sets forth the terms of Mr. Eldridge’s
separation from the Company.
On January 9, 2020, effective immediately after the closing
of the Merger, the Company’s board of directors appointed Jesse Shefferman as the Company’s President and Chief Executive
Officer, Julio Casoy, M.D. as the Company’s Chief Medical Officer and Jacqueline Zummo, Ph.D., MPH, MBA as the Company’s
Senior Vice President, Research Operations and Secretary. Each of Mr. Shefferman and Drs. Casoy and Zummo entered into an indemnity
agreement with the Company on January 9, 2020, immediately following the Merger.
These executive officers received the following Company securities
in connection with the closing of the Merger:
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Mr. Shefferman received 790,274 shares of Common Stock in exchange of his shares of ArTara common stock;
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Dr. Casoy’s options to purchase shares of ArTara common stock became options to purchase an aggregate of 38,151 shares of Common Stock; and
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•
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Dr. Zummo received 28,613 shares of Common Stock in exchange of her shares of ArTara common stock and her options to purchase shares of ArTara common stock became options to purchase an aggregate of 38,151 shares of Common Stock.
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Jesse Shefferman. Mr. Shefferman, age 48, co-founded
ArTara and has served as its chief executive officer since November 2017. Prior to co-founding ArTara, Mr. Shefferman served
as vice president and head of business development at Retrophin Inc., a publicly traded company focusing on rare diseases,
from March 2014 until October 2017. Prior to Retrophin, Mr. Shefferman served as director, strategy & business development
at Vertex Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, from September 2012 until March 2014. Mr. Shefferman
previously served as an investment banker with Barclays Capital and Lehman Brothers. Mr. Shefferman earned his B.A. in accounting
from Gordon College and his MBA and certificate in health sector management from Duke University’s Fuqua School of Business.
The Company believes that Mr. Shefferman’s experience in strategy and financial roles in the biopharmaceutical industry
provide him with the qualifications to serve as the Company’s president, chief executive officer and a member of its board
of directors.
Under the terms of the
employment agreement entered into between ArTara and Mr. Shefferman on November 5, 2019, as amended on December 4,
2019 (the “CEO Agreement”), Mr. Shefferman is entitled to an annual base salary of $510,000, is
eligible for the Company’s benefit programs, vacation benefits and medical benefits, and is entitled to an annual discretionary
bonus equal to 50% of his annual base salary. Additionally, Mr. Shefferman is entitled to a special, one-time bonus of $100,000
upon completion of the Merger.
The CEO
Agreement provides that upon written notice, either party may terminate the employment arrangement with or without cause. The CEO
Agreement provides that if the Company terminates Mr. Shefferman’s employment without cause or if Mr. Shefferman
resigns for good reason, then Mr. Shefferman will be eligible to receive:
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base salary for a period of 18 months paid in a lump sum;
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•
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any unpaid base salary through the effective date of termination; and
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reimbursement of all business expenses for which he is entitled.
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The following definitions are used
in the CEO Agreement (and have similar meanings in the Zummo Agreement as described below):
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“cause” means: (i) Mr. Shefferman’s continued failure to substantially perform the material duties
and obligations under his employment agreement (for reasons other than his death or disability), which failure, if curable within
the discretion of the Company, is not cured to the reasonable satisfaction of the Company within 30 days after receipt of
written notice from the Company of such failure; (ii) Mr. Shefferman’s failure or refusal to comply with the policies,
standards and regulations established by the Company from time to time which failure, if curable in the discretion of the Company,
is not cured to the reasonable satisfaction of the Company within 30 days after receipt of written notice of such failure
from the Company; (iii) any act of personal dishonesty, fraud, embezzlement, misrepresentation, or other unlawful act committed
by Mr. Shefferman that benefits Mr. Shefferman at the expense of the Company; (iv) Mr. Shefferman’s violation
of a federal or state law or regulation applicable to the Company’s business; (v) Mr. Shefferman’s violation
of, or a plea of nolo contendre or guilty to, a felony under the laws of the United States or any state; or (vi) Mr. Shefferman’s
material breach of the terms of his employment agreement or his employee confidential information and inventions assignment agreement.
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“good reason” means: Mr. Shefferman’s written notice of his intent to resign for good reason with a
reasonable description of the grounds therefor within 10 days after the occurrence of one or more of the following without
Mr. Shefferman’s consent, and subsequent resignation within 30 days following the expiration of any Company cure
period: (i) a material reduction of Mr. Shefferman’s duties, position or responsibilities (provided, however, that
any change in duties, position, or responsibilities due to the Company becoming a subsidiary or division of another entity in connection
with a change in control shall not be good reason); (ii) a material reduction in Mr. Shefferman’s base salary (other
than a reduction of not more than 10% that is applicable to similarly situated executives of the Company); (iii) a material
breach of Mr. Shefferman’s employment agreement by the Company; or (iv) a material change in the geographic location
of Mr. Shefferman’s primary work facility or location; provided, that a relocation of less than 50 miles from Mr. Shefferman’s
then present location will not be considered a material change in geographic location. Mr. Shefferman will not resign for
good reason without first providing the Company with written notice of the acts or omissions constituting the grounds for “good
reason” within 30 days of the initial existence of the grounds for “good reason” and a reasonable cure period
of not less than 30 days following the date of such notice if such act or omission is capable of cure.
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“change in control” means: (a) a transaction, unless securities possessing more than 50% of the total combined
voting power of the survivor’s or acquiror’s outstanding securities (or the securities of any parent thereof) are held
by a person or persons who held securities possessing more than 50% of the total combined voting power of the Company’s outstanding
securities immediately prior to that transaction, or (b) any person or group of persons (within the meaning of Section 13(d)(3)
of the Exchange Act) that, directly or indirectly, acquires, including but not limited to by means of a merger or consolidation,
beneficial ownership (determined pursuant to the SEC Rule 13d-3 promulgated under the Exchange Act) of securities possessing
more than 50% of the total combined voting power of the Company’s outstanding securities unless pursuant to a tender or exchange
offer made directly to the Company’s stockholders that the Company’s board of directors recommends such stockholders
accept, other than (i) the Company or any of its affiliates, (ii) an employee benefit plan of the Company or any of its
affiliates, (iii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of
its affiliates, or (iv) an underwriter temporarily holding securities pursuant to an offering of such securities, or (c) over
a period of 36 consecutive months or less, there is a change in the composition of the Company’s board of directors such
that a majority of the members of the Company’s board of directors (rounded up to the next whole number, if a fraction) ceases,
by reason of one or more proxy contests for the election of the members of the Company’s board of directors, to be composed
of individuals who either (i) have been members of the Company’s board of directors continuously since the beginning
of that period, or (ii) have been elected or nominated for election as members of the Company’s board of directors during
such period by at least a majority of the members of the Company’s board of directors described in the preceding clause (i)
who were still in office at the time that election or nomination was approved by the Company’s board of directors; or (d) a
majority of the Company’s board of directors votes in favor of a decision that a change in control has occurred, which vote
may adopted by the Company’s board of directors with the intention that such vote become effective subject to and contingent
upon the occurrence of certain events, in which case such change in control shall not be deemed to have occurred unless and until
such vote becomes effective in accordance with its terms. A “change in control” shall not include the transaction contemplated
by the Merger Agreement.
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On January 10, 2020, pursuant to the
terms of the CEO Agreement, the Company’s board of directors granted Mr. Shefferman (i) an option to purchase 111,250 shares of Common Stock, with
25% of the shares vesting on the one year anniversary of January 10, 2020 and 1/48th of the shares vesting monthly thereafter over
the next three years, subject to the optionee’s continuous service with the Company as of each such date; (ii) an option grant
on July 10, 2020 to purchase 111,250 shares of Common Stock, with 25% of the shares vesting on the one year anniversary of January
10, 2020 and 1/48th of the shares vesting monthly thereafter over the next three years, subject to the optionee’s continuous service
with the Company as of each such date; and (iii) a restricted stock unit award to purchase 50,000 shares of Common Stock, with
25% of the shares vesting on each one-year anniversary of January 10, 2020, pursuant to the Company’s Amended and Restated 2014
Equity Incentive Plan, as amended. The option grants and restricted stock unit award are subject to the accelerated vesting terms
provided in the CEO Agreement.
The foregoing description of the CEO Agreement contained herein
does not purport to be complete and is qualified in its entirety by reference to the CEO Agreement, which is attached hereto as
Exhibit 10.2 and is incorporated herein by reference.
Julio Casoy, M.D. Dr. Casoy, age 68, has served
as ArTara’s chief medical officer since February 2019. Prior to joining ArTara, Dr. Casoy served as chief medical officer
at Velocity Fund Partners, a private equity firm focused on the life sciences and healthcare services, and as chief medical officer
at InClinica, a global research consulting, clinical development and manufacturing company where he oversaw all scientific activities
with Velocity assets and CRO activities, both from January 2018 until January 2019. From November 2015 until July 2017, Dr. Casoy
served as senior vice president of medical affairs at Turing Pharmaceuticals, a privately held pharmaceutical company. From November
2013 until November 2015, Dr. Casoy served as senior vice president clinical research and medical affairs at Popsi Cube-Fovea,
a clinical research organization. From March 2014 until November 2015, Dr. Casoy served as chief medical officer at Synaerion
Therapeutics, Inc., a privately held biotechnology company. Prior to Synaerion, Dr. Casoy served as vice president medical
affairs at Alkermes PLC, a publicly traded pharmaceutical manufacturing and biopharmaceutical company, from August 2011 until
September 2013. Dr. Casoy began his career at Wyeth Pharmaceuticals Inc., a pharmaceutical company that was subsequently
acquired by Pfizer, Inc., and served in various positions of increasing responsibility during his 24 years at Wyeth,
most recently serving as vice president global medical affairs, compliance / intercontinental medical director during his last
six years at Wyeth. Dr. Casoy practiced medicine in internal medicine and rheumatology for six years before working in the
biotechnology and pharmaceutical industries. Dr. Casoy earned his degree in internal medicine from Escola Paulista de Medicina,
his master in health and hospital management from Escola de Administracao de Empresas Fundacao Getulio Vargas & Hospital
das Clinicas da Universidade de Sao Paulo and his specialization in rheumatology from Escola Paulista de Medicina.
On January 10, 2020, the Company’s board of directors granted
Dr. Casoy a restricted stock unit award to purchase 45,500 shares of Common
Stock, with 25% of the shares vesting on each one-year anniversary of January 10, 2020, pursuant to the Company’s Amended and Restated
2014 Equity Incentive Plan, as amended. The restricted stock unit award is subject to the accelerated vesting terms provided in
the Zummo Agreement (as defined below).
Jacqueline Zummo, Ph.D., MPH, MBA. Dr. Zummo,
age 39, joined ArTara in November 2017 and began serving as its vice president, clinical research medical affairs. In March 2019,
Dr. Zummo began serving as vice president, research operations at ArTara. Prior to joining ArTara, Dr. Zummo served as
assistant vice president, medical affairs at Vyera Pharmaceuticals, LLC, a privately held biopharmaceutical company, from
November 2015 until September 2017. Dr. Zummo previously served as medical director at Alkermes, Inc. from 2012 until
November 2015, associate director, medical affairs at Sunovion Pharmaceuticals Inc. from 2008 until 2012 and senior manager,
neuroscience medical affairs at Wyeth Pharmaceuticals from 2002 until 2008. Dr. Zummo earned her B.A. from Penn State University,
her MBA in healthcare marketing from Benedictine University, her MPH in epidemiology from Benedictine University, and her Ph.D.
in global health sciences from Nova Southeastern University.
On December 17, 2019, ArTara entered into an executive employment
agreement (the “Zummo Agreement”) with Dr. Zummo, pursuant to which Dr. Zummo began serving as ArTara’s
Senior Vice President, Research Operations. Pursuant to the Zummo Agreement, Dr. Zummo’s compensation consists of base salary
of $325,000 and she is entitled to a discretionary bonus equal to 30% of her annual base salary. Pursuant to the Zummo Agreement,
Dr. Zummo is eligible for ArTara’s benefit programs, vacation benefits and medical benefits.
The Zummo Agreement provides that upon written notice, either
party may terminate the employment arrangement with or without cause. The agreement provides that if ArTara terminates Dr. Zummo’s
employment without cause or if Dr. Zummo resigns for good reason, then Dr. Zummo will be eligible to receive:
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base salary for a period of nine months paid in a lump sum;
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any unpaid base salary through the effective date of termination; and
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reimbursement of all business expenses for which she is entitled.
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On January 10, 2020, pursuant to the terms of the Zummo Agreement,
the Company’s board of directors granted Dr. Zummo a restricted stock unit award to purchase 45,500 shares of Common
Stock, with 25% of the shares vesting on each one-year anniversary of January 10, 2020, pursuant to the Company’s Amended and Restated
2014 Equity Incentive Plan, as amended. The restricted stock unit award is subject to the accelerated vesting terms provided in
the Zummo Agreement.
The foregoing description of the Zummo Agreement contained herein
does not purport to be complete and is qualified in its entirety by reference to the Zummo Agreement, which is attached hereto
as Exhibit 10.3 and is incorporated herein by reference.