Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Shkreli Option Awards
On February 24, 2014 (the “Grant Date”), the Board of Directors (the “Board”), of Retrophin, Inc. (the “Company”) awarded Martin Shkreli, the Company’s Chief Executive Officer and a director of the Company, options to purchase Two Hundred Thousand (200,000) shares of restricted common stock, par value $0.0001 per share (“Common Stock”), of the Company, a pro rata portion of which will vest quarterly during the 3 years following the Grant Date . Such options expire on the tenth (10th) anniversary of the Grant Date and are exercisable at a price of $19 per share of Common Stock.
Additionally, the Board awarded Mr. Shkreli options to purchase One Hundred Thousand (100,000) shares of Common Stock, which options shall vest upon such time as the Company’s revenues meet or exceed $50 million in the aggregate over any consecutive four fiscal quarter period (the “Revenue Threshold”); provided, that in no event shall such options vest prior to the first (1st) anniversary of the Grant Date. Such options will expire on the third (3rd) anniversary of the Grant Date in the event that the Company has not met the Revenue Threshold by such date and shall expire on the tenth (10th) anniversary of the Grant Date if the Company has met the Revenue Threshold by such date. Such options are exercisable at a price of $19 per share of Common Stock.
The Board also awarded Mr. Shkreli options to purchase One Hundred Thousand (100,000) shares of Common Stock, one-half of which shall vest upon such time as the trailing twenty day average of the closing price of the Common Stock equals or exceeds $25 per share (the “Stock Price Threshold”); provided, that in no event shall such portion of such options vest prior to the first anniversary of the Grant Date. One-half of such options shall vest upon such time as the trailing twenty day average of the closing price of the Common Stock equals or exceeds $33 per share; provided, that in no event shall such portion of such options vest prior to the second anniversary of the Grant Date. Such options will expire on the fourth (4th) anniversary of the Grant Date in the event that the Company has not met the Stock Price Threshold by such date and shall expire on the tenth (10th) anniversary of the Grant Date if the Company has met the Stock Price Threshold by such date. Such options are exercisable at a price of $19 per share of Common Stock.
Restricted Stock Awards to Other Executive Officers
Also on the Grant Date, the Board awarded each of Marc Panoff, the Company’s Chief Financial Officer, and Horacio Plotkin, the Company’s Chief Medical Officer, One Hundred Thousand (100,000) shares of restricted Common Stock, a pro rata portion of which will vest quarterly during the three (3) years following the Grant Date.
