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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Provention
Bio, Inc. (the “Company”) entered into certain employment agreements (collectively, the “Employment Agreements”)
with each of Andrew Drechsler, the Company’s Chief Financial Officer (effective June 9, 2020), Jason Hoitt, the Company’s
Chief Commercial Officer (effective June 9, 2020), Francisco Leon, the Company’s Chief Scientific Officer (effective June
10, 2020), and Eleanor Ramos, the Company’s Chief Medical Officer (effective June 9, 2020) (each, an “Executive”).
Andrew
Drechsler
Effective
June 9, 2020, the Company entered into the First Amended Employment Agreement (the “Drechsler Employment Agreement”)
with Andrew Drechsler, the Company’s Chief Financial Officer. Compensation under the Drechsler Employment Agreement includes
an annual salary of $425,000, with annual review and adjustment at the discretion of the Company’s Chief Executive Officer
(the “CEO”), and an annual incentive bonus of 40% of annual salary based on the achievement of the Company’s
corporate objectives and Mr. Drechsler’s individual objectives, in each case as established by the CEO.
Jason
Hoitt
Effective
June 9, 2020, the Company entered into the First Amended Employment Agreement (the “Hoitt Employment Agreement”) with
Jason Hoitt, the Company’s Chief Commercial Officer. Compensation under the Hoitt Employment Agreement includes an annual
salary of $425,000, with annual review and adjustment at the discretion of the CEO, and an annual incentive bonus of 40% of annual
salary based on the achievement of the Company’s corporate objectives and Mr. Hoitt’s individual objectives, in each
case as established by the CEO.
Francisco
Leon
Effective
June 10, 2020, the Company entered into the First Amended Employment Agreement (the “Leon Employment Agreement”) with
Francisco Leon, the Company’s Chief Scientific Officer. Compensation under the Leon Employment Agreement includes an annual
salary of $435,000, with annual review and adjustment at the discretion of the CEO, and an annual
incentive bonus of 40% of annual salary based on the achievement of the Company’s corporate objectives and Mr. Leon’s
individual objectives, in each case as established by the CEO.
Eleanor
Ramos
Effective
June 9, 2020, the Company entered into the First Amended Employment Agreement (the “Ramos Employment Agreement”) with
Eleanor Ramos, the Company’s Chief Medical Officer. Compensation under the Ramos Employment Agreement includes an annual
salary of $435,000, with annual review and adjustment at the discretion of the CEO, and an annual incentive bonus of 40% of annual
salary based on the achievement of the Company’s corporate objectives and Dr. Ramos’ individual objectives, in each
case as established by the CEO.
General
Provisions
Each
Employment Agreement may be terminated by the Company without Cause or by the Executive for Good Reason, each as defined in such
Employment Agreement, in which case, among other things and subject to certain requirements of such Employment Agreement, (i)
each of Mr. Drechsler, Mr. Hoitt and Dr. Ramos would be entitled severance in the amount of 9 months of base salary in effect
at the time of termination, payment of COBRA premiums for 9 months, possible pro rata payment of their annual bonus and accelerated
vesting for equity awards that would have vested within 9 months of the termination date; provided that, in the event of
a termination by the Company without Cause or by Mr. Drechsler, Mr. Hoitt or Dr. Ramos, as applicable, for Good Reason within
12 months following a Change in Control of the Company, as defined in such Employment Agreement, each of Mr. Drechsler, Mr. Hoitt
and Dr. Ramos will be entitled to severance in the amount of 12 months of base salary in effect at the time of termination, payment
of COBRA premiums for 12 months, possible pro rata portion of their annual bonus and accelerated vesting of equity awards; and
(ii) Mr. Leon would be entitled severance in the amount of 12 months of base salary in effect at the time of termination, payment
of COBRA premiums for 12 months, possible pro rata payment of his annual bonus and accelerated vesting for equity awards that
would have vested within 12 months of the termination date; provided that, in the event of a termination by the Company
without Cause or by Mr. Leon for Good Reason within 12 months following a Change in Control of the Company, as defined in the
Leon Employment Agreement, Mr. Leon will be entitled to severance in the amount of 18 months of base salary in effect at the time
of termination, payment of COBRA premiums for 18 months, possible pro rata portion of his annual bonus and accelerated vesting
of equity awards. Each Executive is subject to a non-compete provision, which applies during the term of their employment and
for a period of 12 months following termination of their employment for any reason. Each Employment Agreement also contains
customary confidentiality and assignment of inventions provisions.
The
foregoing are summaries of the material terms of each Employment Agreement and do not purport to be complete. Copies of the Drechsler
Employment Agreement, Hoitt Employment Agreement, Leon Employment Agreement, and Ramos Employment Agreement are attached hereto
as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, and are incorporated herein by reference.