| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 8, 2019, Tocagen Inc. (the “Company”) and Harry E. Gruber, M.D., the Company’s President, Science and Innovation, entered into an Executive Employment Agreement (the “Agreement”). Dr. Gruber’s employment under the Agreement is at will and may be terminated at any time by the Company or by him. Pursuant to the Agreement, Dr. Gruber is entitled to an annual base salary of $365,000 and a discretionary annual bonus of up to 40% of Dr. Gruber’s base salary, based on achievement of individual and/or corporate performance targets, metrics and/or objectives. In the event of an involuntary termination, Dr. Gruber is entitled to receive severance payments in the form of continuation of his base salary then in effect for 12 months and continued health insurance coverage under the Company’s group health plans under COBRA until the earliest of (i) the end of the 12 month severance period, (ii) the expiration of his eligibility for the continuation coverage, or (iii) the date when he becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (the “Severance Benefits”). Additionally, in the event of an involuntary termination at any time during the time period commencing three months prior to or 12 months after the effective date of a change in control of the Company, Dr. Gruber is entitled to receive a cash payment equal to Dr. Gruber’s target annual bonus in effect at the time of the involuntary termination and full vesting acceleration of all shares subject to time-based vesting stock awards then outstanding and held by Dr. Gruber (the “Change in Control Severance Benefits”). The Severance Benefits and Change in Control Severance Benefits are conditioned upon Dr. Gruber signing and not revoking a general release of legal claims in the form provided by the Company.
During the remainder of 2019, Dr. Gruber’s role and responsibilities will decrease and he will be transitioning out of the Company’sday-to-day operations. The Company expects that the position of President, Science and Innovation will be eliminated on or before December 31, 2019, at which time, Dr. Gruber’s employment with the Company will cease (constituting an involuntary termination pursuant to the terms of the Agreement). It is currently expected that Dr. Gruber will remain as a member of the Board of Directors and as an advisor to the Company.
The foregoing description of the Agreement is only a summary and is qualified in its entirety by reference to the Agreement. The Company intends to file a copy of the Agreement as an exhibit to its Quarterly Report onForm 10-Q for its fiscal quarter ending June 30, 2019.
