| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 5, 2021, Ziopharm Oncology, Inc. (the “Company”) entered into a letter agreement with Laurence Cooper, M.D., Ph.D., the Company’s former Chief Executive Officer, providing for Dr. Cooper’s separation of employment with the Company, effective April 9, 2021 (the “Separation Agreement”). Under the Separation Agreement, in exchange for a release of claims and certain post-employment covenants and in lieu of any severance benefits under his employment agreement, Dr. Cooper is entitled to receive continuing payments of his base salary and COBRA premiums for a period of 18 months, a cash payment $143,250, representing a pro-rata target amount of his annual performance bonus for 2021, a fully-vested restricted stock award with a grant value of $917,000, equivalent to the 2020 annual bonus Dr. Cooper would have been entitled to had his employment not terminated, and certain limited reimbursements for legal fees and housing. Dr. Cooper is not entitled to any equity acceleration in connection with his separation, however his equity awards are eligible to continue to vest pursuant to their terms based on his consulting services to the Company.
In addition, on April 5, 2021, the Company entered into a consulting agreement with Dr. Cooper, pursuant to which Dr. Cooper will continue providing services as a consultant to the Company (the “Consulting Agreement”). The term of the Consulting Agreement commences upon Dr. Cooper’s employment separation and continues for up to three years, subject to earlier termination by either Dr. Cooper or the Company, provided that if Dr. Cooper terminates the agreement within the first year of the term, he is required to reimburse the Company certain of his cash severance described in the Separation Agreement. Under the Consulting Agreement, Dr. Cooper may earn consulting fees in amounts of up to $573,000 for the first year and $300,000 for each of the following two years and is also eligible for reimbursement of reasonable out-of-pocket business expenses. In addition, the Consulting Agreement includes confidentiality and intellectual property provisions.
The foregoing descriptions are a summary of the Separation Agreement and the Consulting Agreement and are qualified in their entirety by reference to the full texts of the Separation Agreement and the Consulting Agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K, respectively, and incorporated herein by reference. Portions of the Separation Agreement and Consulting Agreement may be subject to a confidential treatment request to the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
