| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 25, 2020, Karyopharm Therapeutics Inc. (the “Company”) entered into a Transition Agreement (the “Transition Agreement”) with Christopher B. Primiano, the Company’s Executive Vice President, Chief Business Officer, General Counsel and Secretary, who notified the Company of his intention to pursue other professional interests. Pursuant to the Transition Agreement, Mr. Primiano will continue to serve in his current capacity through the earlier of (i) March 19, 2021 and (ii) the fifth business day following the date the Company receives approval in writing from the U.S. Food and Drug Administration for the Company’s supplemental new drug application for XPOVIO based on the Phase 3 BOSTON study (as applicable, the “Resignation Date”).
Pursuant to the Transition Agreement, unless Mr. Primiano resigns without good reason (as defined in his Amended and Restated Letter Agreement with the Company, dated as of August 31, 2020) or the Company terminates his employment for cause, in each case prior to December 31, 2020, Mr. Primiano will receive his full target bonus for the fiscal year ending December 31, 2020. In addition, unless Mr. Primiano resigns without good reason or the Company terminates his employment for cause, in each case prior to the date that the Company grants 2021 annual equity awards to its executive officers, Mr. Primiano will be entitled to receive, on the same basis as the Company’s other executive officers in good standing and serving in the position of Executive Vice President, annual equity awards that are anticipated to be granted to such executive officers (the “Future Grants”).
If Mr. Primiano remains employed through the Resignation Date, or he resigns for good reason prior to the Resignation Date or the Company terminates his employment without cause prior to the Resignation Date, he will be entitled to the following benefits in exchange for his remaining available to assist the Company with various matters (the “Post-Employment Transition Arrangement”): (i) the continuation of healthcare benefit premium payments until no later than December 31, 2021 and (ii) the Company’s engagement of Mr. Primiano as a consultant pursuant to the terms of a consulting agreement, dated as of September 25, 2020 (the “Consulting Agreement”) under which Mr. Primiano will provide certain advisory and other consulting services to the Company from the effective date of the Consulting Agreement (as defined in the Consulting Agreement) until December 31, 2021 (or such earlier date upon which the Consulting Agreement terminates in accordance with its terms). The Consulting Agreement will be effective as of the Resignation Date unless Mr. Primiano resigns without good reason prior to the Resignation Date or his employment is terminated by the Company for cause prior to the Resignation Date. As full compensation for such consulting services, Mr. Primiano’s outstanding unvested equity awards and the Future Grants will continue to vest, according to their terms, for so long as he provides services to the Company pursuant to the Consulting Agreement. In addition, the Company will pay Mr. Primiano an hourly consulting fee per hour worked after the fifth hour worked in any calendar month.
The foregoing summary of the Transition Agreement and the Consulting Agreement is qualified in its entirety by reference to the full text of the agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
