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Item 5.02
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Departure of Directors
or Principal Officers; Election of Directors; Appointment of Principal Officers
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Effective
as of September 3, 2019, Bionik Laboratories Corp. (the “Registrant”) entered into an Employment Agreement with Loren
W. Wass, age 57, as the Registrant’s new Chief Commercial Officer (the “Employment Agreement”).
From
January 2014 through August 2019, Mr. Wass the Vice President of Sales, Business Development and Reimbursement at ReWalk Robotics
Ltd. (Nasdaq:RWLK), a medical device company focusing on rehabilitation, and was also a member of its Executive Committee. While
at ReWalk, Mr. Wass was responsible for U.S. sales and business development, reimbursement activities and payer policy strategies
and submissions. Mr. Wass holds a B.S. from Springfield College.
Mr.
Wass shall be employed by the Registrant as Chief Commercial Officer until terminated pursuant to the termination provisions described
in the Employment Agreement. Pursuant to the terms of the Employment Agreement, Mr. Wass shall receive an annual base salary of
$250,000 per annum. The annual base salary shall be reviewed on an annual basis. Mr. Wass may be entitled to receive an annual
bonus of up to 40% of annualized actual base salary, based on performance in the previous fiscal year. He is also entitled to participate
in the Registrant’s equity incentive plan, and shall be granted options to purchase an aggregate of 5,000 shares of the Registrant’s
common stock, at an exercise price per share equal to the fair market value of the Registrant’s common stock on September
3, 2019, the date of grant, and which shall vest equally over a 3 year period commencing one year from the date of grant and in
the two subsequent years on the anniversary of the grant date.
In
the event Mr. Wass’ employment is terminated as a result of death, Mr. Wass’ estate would be entitled to receive any
earned base salary and accrued vacation earned up to the date of death.
In
the event Mr. Wass’ employment is terminated as a result of disability (as defined in the Employment Agreement), Mr. Wass
would be entitled to receive the annual salary, accrued vacation, and benefits through the date of termination.
In
the event Mr. Wass’ employment is terminated by the Registrant for cause, as defined in the Employment Agreement, Mr. Wass
would be entitled to receive his unpaid base salary earned up to the date of termination.
In
the event Mr. Wass’ employment is terminated by the Registrant without cause, he would be entitled to receive 2 months’
salary, plus accrued vacation.
Mr.
Wass may terminate the Employment Agreement and his employment at any time, for any reason, provided that he provides the Registrant
with 30 days’ prior written notice. In case of “good reason” (as defined in the Employment Agreement), the Registrant
shall pay to Mr. Wass: (i) 2 months’ salary; and (ii) accrued vacation time if any; provided that the Registrant shall not
be required to pay the 2 months’ salary in the event the Registrant elects to enforce the non-competition provisions of the
Employment Agreement and pays to Mr. Wass as a result of such enforcement, no less than that amount in base salary.
The
Employment Agreement contains customary non-competition, non-solicitation and non-disparagement provisions in favor of the Registrant.
Mr. Wass also agreed to customary terms regarding confidentiality and ownership of intellectual property.
The
foregoing is intended only to be a summary of the Employment Agreement, and is qualified in its entirety by reference to the Employment
Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on 8-K, and which is incorporated by reference herein.