The Compensation Committee approved the grant, effective as of December 31, 2021 (“Grant Date”), to Dr. Greenstreet of non-qualified stock options having a Grant Date fair value of $5,000,000 as determined in accordance with Financial Accounting Standards Board, Accounting Standards Codification, Topic 718, of stock options granted under the Company’s equity plans. The stock options will have a ten-year term and an exercise price equal to the closing price of the Company’s common stock on the Nasdaq Global Select Market on the Grant Date. The stock options will vest over a four-year period with 25% of the award vesting on the first anniversary of the Grant Date and then an additional 6.25% of the award vesting at the end of each three-month period thereafter until the fourth anniversary of the Grant Date.
In addition, Dr. Greenstreet will be granted non-qualified stock options to purchase shares of the Company’s common stock having a Grant Date fair value of $2,500,000 and performance stock units (“PSUs”) having a Grant Date fair value of $7,500,000 at the same time annual equity awards are granted to the Company’s Management Board (expected to be in February 2022), with the same terms and conditions, including performance criteria for the PSUs, applicable to the awards granted to the Company’s Management Board.
Dr. Greenstreet will receive a one-time award of $250,000 on January 1, 2022 to facilitate her transition to the Boston area in connection with her serving as Chief Executive Officer of the Company. In the event Dr. Greenstreet terminates her employment with the Company without Good Reason or she is terminated by the Company for Cause, as such terms are defined in the Agreement, within the following 24 months, Dr. Greenstreet will be required to repay all or a portion of the gross amount of the award. Effective January 1, 2022, the Company will no longer provide any housing or travel relocation benefits to Dr. Greenstreet.
If Dr. Greenstreet’s employment is terminated by the Company other than for Cause or by Dr. Greenstreet for Good Reason prior to a Change in Control, as such terms are defined in the Agreement, she will not receive any cash severance, her outstanding unvested equity awards will continue to vest until the second anniversary of the termination date, and her outstanding stock options shall remain exercisable until the earlier of the second anniversary of the termination date and the original expiration dates of such options; provided that in the event that a Change in Control occurs on or before the second anniversary of the termination date, her then-outstanding stock options will be treated in the same manner as the then-outstanding stock options held by continuing members of the Company’s Management Board.
If Dr. Greenstreet’s employment is terminated by the Company other than for Cause or by Dr. Greenstreet for Good Reason within eighteen (18) months after a Change in Control, as such terms are defined in the Agreement, Dr. Greenstreet will receive (i) a lump sum amount in cash equal to two (2) times the sum of (x) her annual base salary and (y) her target bonus for the fiscal year in which the Change in Control occurred, (ii) a monthly cash payment for up to twenty-four (24) months equal to the monthly employer contribution the Company would have paid to provide Dr. Greenstreet with health insurance if she had remained employed, and (iii) all outstanding stock options and other stock-based awards shall immediately accelerate and become fully exercisable and nonforfeitable, and the performance criteria shall be deemed satisfied for any awards subject to performance conditions.
The foregoing summary is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
