| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Executive Officer Retention Bonus Plan
On October 1, 2018, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Histogenics Corporation (the “Company”) approved an Executive Officer Retention Bonus Plan (the “Retention Plan”). The Retention Plan provides for payment of a cash retention bonus to the executive officers of the Company, including the Company’s named executive officers, who continue employment with the Company through April 30, 2019 (the “Retention Date”). The Retention Plan is intended to help ensure the Company’s continued operations. The Committee will administer the Retention Plan.
Under the terms of the Retention Plan, each executive officer who continues employment with the Company through the Retention Date will be eligible to receive a cash bonus payable in a lump sum within 15 days following the Retention Date. Additionally, the retention bonus amount would be payable in the event the executive officer is terminated without cause or resigns for good reason.
The table below sets forth the retention bonus amount for each executive officer under the Retention Plan assuming all terms and conditions are satisfied:
| | | | |
| Executive Officer | | Retention Bonus Amount | |
Adam Gridley | | $ | 119,516 | |
Jonathan Lieber | | $ | 86,672 | |
Stephen Kennedy | | $ | 97,969 | |
Donald Haut, Ph.D. | | $ | 94,354 | |
Lynne Kelley, M.D., FACs | | $ | 96,250 | |
This foregoing summary of the Retention Plan is qualified in its entirety by reference to the text of the Retention Plan, which is included as Exhibit 10.34 hereto and incorporated herein by reference.
Option Repricing
In addition, on October 1, 2018, the Committee approved a repricing (the “Repricing”) of 3,807,779 stock options (the “Options”) granted prior to September 1, 2018 pursuant to the Company’s 2013 Equity Incentive Plan (the “2013 Plan”) and 2012 Equity Incentive Plan to executive officers, employees and consultants of the Company, including Options held by Adam Gridley, the Company’s Chief Executive Officer, Jonathan Lieber, the Company’s Chief Financial Officer, Stephen Kennedy, the Company’s Chief Operating Officer, Donald Haut, Ph.D., the Company’s Chief Business Officer, and Lynne Kelley, M.D., FACs, the Company’s Chief Medical Officer. The Options had exercise prices between $0.75628 and $9.97 per share, which were reduced to $0.568 per share (the closing price of the Company’s common stock on The Nasdaq Capital Market on October 1, 2018). The number of shares, vesting schedules and expiration period of the Options were not altered. Options to purchase the Company’s common stock held bynon-employee members of the Board are not subject to the Repricing and remain unchanged. In light of current market conditions that have affected the publicly traded stock price of the Company’s common stock, the Committee effectuated the Repricing in order to provide the service providers holding the Options with incentives that were not being adequately achieved by the Options based on the exercise prices of the Options prior to the Repricing. The Options were repriced unilaterally and the consent of holders was neither necessary nor obtained.
Cancellation of Performance Options
In connection with the Repricing, on October 1, 2018, the Committee also approved the cancelation of certain options with performance-based vesting conditions (the “Performance Options”) previously issued to Messrs. Gridley, Lieber and Kennedy. Messrs. Gridley, Lieber and Kennedy were previously granted the Performance Options to purchase 60,000, 30,000 and 30,000 shares of the Company’s common stock, respectively, which would vest in full if the Company’s stock price was at or above $19.92 for any consecutive60-day period within 4 years of the date of grant as long as the recipient provided continuous service during such consecutive60-day period (the
