Corporation, a biopharmaceutical company, and Eli Lilly and Company, a pharmaceutical company, in the United States, Europe and Africa. Mr. Hoerter received his B.A. from Bucknell University, M.B.A. from Tilburg University and M.S. in management from Purdue University.
In connection with his appointment, Deciphera Pharmaceuticals, LLC entered into an employment agreement with Mr. Hoerter (the “Employment Agreement”). Pursuant to the terms of the Employment Agreement, Mr. Hoerter will receive an initial annual base salary of $550,000, subject to annual review and adjustment by the Board or its compensation committee and is eligible to earn an annual cash incentive award based on performance with a target value equal to 60% of his annual base salary. Mr. Hoerter will also be eligible to participate in the Company’s employee benefit programs and plans.
Pursuant to the Employment Agreement, Mr. Hoerter will receive (i) a stock option to purchase 400,000 shares of the Company’s common stock with a strike price equal to the closing price of the Company’s common stock on the date of grant, which shall vest as to 25% of the underlying shares 12 months after the Effective Date and in substantially equal monthly installments over the following three years, subject to Mr. Hoerter’s continuous service with the Company through each vesting date; (ii) restricted stock units representing 22,000 shares of the Company’s common stock which shall vest in full on the one year anniversary of the Effective Date, subject to Mr. Hoerter’s continuous service with the Company on such date; and (iii) restricted stock units representing 30,000 shares of the Company’s common stock which shall vest in four equal annual installments following the Effective Date, subject to Mr. Hoerter’s continuous service with the Company through each vesting date, (collectively, the “Equity Awards”). Each of the Equity Awards will be made pursuant to the Company’s 2017 Stock Option and Incentive Plan and will be subject to the terms and conditions of the respective award agreements thereunder.
If Mr. Hoerter’s employment is terminated by the Company without cause or due to Mr. Hoerter’s resignation for good reason, then, subject to his executing a general release of claims, Mr. Hoerter will be entitled to receive (i) base salary continuation payments for 12 months plus Mr. Hoerter’s target annual incentive bonus compensation for the then-current year, (ii) Mr. Hoerter’s incentive compensation for the fiscal year prior to the termination date that has not yet been paid (if any) and (iii) a monthly cash payment equal to the employer portion of the group health plan premium until the earliest of (A) 12 months, (B) the end of Mr. Hoerter’s COBRA health continuation period or (C) the date on which Mr. Hoerter becomes eligible to receive substantially similar coverage from another employer.
If Mr. Hoerter’s employment is terminated without cause or due to Mr. Hoerter’s resignation for good reason within 18 months following a change in control of the Company, then subject to his executing a general release of claims, Mr. Hoerter will be entitled to receive (i) a lump sum payment equal to two times the sum of Mr. Hoerter’s base salary then in effect plus Mr. Hoerter’s target annual incentive compensation for the then-current year, (ii) Mr. Hoerter’s incentive compensation for the fiscal year prior to the termination date that has not yet been paid (if any), (iii) a monthly cash payment equal to the employer portion of the group health plan premiums until the earliest of (A) 18 months, (B) the end of Mr. Hoerter’s COBRA health continuation period or (C) the date on which Mr. Hoerter becomes eligible to receive substantially similar coverage from another employer and (iv) accelerated vesting of all time-based equity incentive awards granted to Mr. Hoerter and extension of the post-termination exercise period through the date that is 12 months following the date of termination.
In connection with his employment, Mr. Hoerter also entered into Employee Confidentiality, Assignment and Noncompetition Agreement (the “CAN Agreement”). Pursuant to the CAN Agreement, during his employment and for 12 months thereafter, Mr. Hoerter has agreed to be subject to restrictions limiting his competing with the Company, including by soliciting its customers or hiring or soliciting its employees. Mr. Hoerter has also agreed not to disclose the Company’s confidential information and to assign certain inventions to the Company. Mr. Hoerter also entered into our standard form indemnification agreement for officers.
The foregoing descriptions of the Transition Agreement, the Employment Agreement and the CAN Agreement are only summaries and are qualified in their entirety by reference to the full text of the agreements, copies of which have been filed hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.
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