Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Officer Employment Agreements
Between August 28, 2018 and August 30, 2018, following approval by the Compensation Committee of the Board of Directors, Catalyst Biosciences, Inc., a Delaware corporation (the “Company”), entered into amended and restated employment agreements (each, an “Amended and Restated Employment Agreement” and, collectively, the “Amended and Restated Employment Agreements”) with Dr. Nassim Usman, Ph.D., the Company’s President and Chief Executive Officer, Dr. Howard Levy, M.B.B.Ch., Ph.D., M.M.M., the Company’s Chief Medical Officer, and Mr. Fletcher Payne, the Company’s Chief Financial Officer.
Copies of the Amended and Restated Employment Agreements are attached hereto as Exhibits 10.1, 10.2, and 10.3, and are incorporated herein by reference. The following description of the amendments made to the original employment agreements by way of the Amended and Restated Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Employment Agreements.
Amended and Restated Employment Agreement with Dr. Usman
Dr. Usman’s Amended and Restated Employment Agreement provides that if the Company terminates Dr. Usman’s employment without “cause” or as a result of “constructive termination” (each as defined therein), in each case outside of the “Change in Control Protection Period” (as defined below), Dr. Usman would be eligible to receive, subject to certain conditions described in Dr. Usman’s Amended and Restated Employment Agreement, the following:
| | • | | continued base salary for twelve (12) months after the termination (the “Usman Severance Period”); |
| | • | | accelerated vesting of options that would otherwise have vested during the Usman Severance Period; and |
| | • | | payment by the Company of the same portion of his monthly premium under COBRA as it pays for active employees until the close of the Usman Severance Period. |
In addition, Dr. Usman’s Amended and Restated Employment Agreement provides that if Dr. Usman’s employment is terminated without “cause” or as a result of “constructive termination,” in each case during the six (6) month period prior to or the eighteen (18) month period following a “change in control” (as defined in the Company’s 2018 Omnibus Incentive Plan, as amended from time to time, the “Change in Control Protection Period”), Dr. Usman would be eligible to receive, subject to certain conditions described in Dr. Usman’s Amended and Restated Employment Agreement, the following:
| | • | | severance payments, equal to the sum of (a) 150% of his annual base salary and (b) 150% of his maximum annual performance-based bonus, paid in equal installments for eighteen (18) months after the termination (the “UsmanPost-COC Severance Period”); |
| | • | | accelerated vesting of 100% percent of any unvested options; and |
| | • | | payment by the Company of the same portion of his monthly premium under COBRA as it pays for active employees until the close of the Usman Severance Period. |
Amended and Restated Employment Agreements with Dr. Levy and Mr. Payne
The Amended and Restated Employment Agreements with Dr. Levy and Mr. Payne provide that if the Company terminates the officer’s employment without “cause” or as a result of “constructive termination” (each as defined in the applicable Amended and Restated Employment Agreement), in each case outside of the Change in Control Protection Period, the officer would be eligible to receive, subject to certain conditions described in the applicable Amended and Restated Employment Agreement, the following:
| | • | | continued base salary for nine (9) months after the termination (the “Levy-Payne Severance Period”); |
| | • | | accelerated vesting of options that would otherwise have vested during the Levy-Payne Severance Period; and |
