Attached files
| file | filename |
|---|---|
| EX-10.2 - NAVIDEA BIOPHARMACEUTICALS, INC. | v206583_ex10-2.htm |
| EX-10.1 - NAVIDEA BIOPHARMACEUTICALS, INC. | v206583_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
|
Date
of Report (Date of earliest event reported)
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December
20, 2010
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NEOPROBE
CORPORATION
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(Exact
name of registrant as specified in its
charter)
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Delaware
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0-26520
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31-1080091
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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425
Metro Place North, Suite 300, Columbus, Ohio
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43017
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(614)
793-7500
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(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; CompensatoryArrangements of Certain
Officers.
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Employment Agreements with
Executive Officers
On December 20, 2010, Neoprobe
Corporation (the “Company”) entered into employment agreements, to be effective January 1, 2011, with: (a) Brent L.
Larson, the Company’s Senior Vice President, Chief Financial Officer, Treasurer
and Secretary; (b) Anthony K. Blair, the Company’s Vice President, Manufacturing
Operations; and (c) Frederick O. Cope, Ph.D., the Company's Senior Vice
President, Pharmaceutical Research and Clinical Development. On November 15,
2010, the Company entered into an employment agreement with Mark J. Pykett,
V.M.D, Ph.D., the Company's Executive Vice President and Chief Development
Officer. Mr. Larson and Dr. Cope are "named executive officers" as
that term is defined in Item 402(m)(2) of Regulation S-K promulgated under the
Securities Act of 1933, as amended (“Item 402”). The employment agreements
between the Company and Messrs. Larson and Blair, and Dr. Cope, have stated
terms of 24 months, each commencing January 1, 2011, and terminating December
31, 2012. The employment agreement between the Company and Dr. Pykett
has a stated term commencing November 15, 2010, and terminating December 31,
2011. The following is a description of the substantially identical material
terms of the aforementioned employment agreements.
Each employee receives an annual base
salary as set forth on the schedule filed herewith as Exhibit 10.2, which
schedule sets forth the material details in which each individual employment
agreement differs from the form filed herewith as Exhibit 10.1. Each employee
may also receive an annual bonus at the discretion of the Board of Directors of
the Company, in accordance with any bonus plan adopted by the Company’s
Compensation, Governance and Nominating Committee (the “Committee”). The
employment agreements also provide for the employees’ participation in the
Company’s employee benefit programs, stock based incentive compensation plans
and other benefits as described in the form of employment agreement filed
herewith as Exhibit 10.1.
In the event of termination of an
employee for “cause” (as that term is defined in the form of employment
agreement filed herewith as Exhibit 10.1), all salary, benefits and other
payments shall cease at the time of termination, and the Company shall have no
further obligations to the employee. If an employee resigns for any reason other
than a “Change of Control” (as that term is defined in the form of employment
agreement filed herewith as Exhibit 10.1) as described below, all salary,
benefits and other payments shall cease at the time such resignation becomes
effective. If an employee dies or his employment is terminated because of
disability, all salary, benefits and other payments shall cease at the time of
death or disability, provided, however, that the Company shall continue to
provide any of Drs. Cope and Pykett or Messrs. Blair and Larson, with such
health, dental and similar insurance or benefits as were provided to Drs. Cope
and Pykett or Messrs. Blair and Larson, respectively, immediately before his
termination, for the longer of 12 months after such termination or the full
unexpired term of his employment agreement.
In the event of the termination of any
of the aforementioned employees by the Company without “cause,” the Company
shall, at the time of such termination, pay to the employee the respective
severance amount set forth on Exhibit 10.2, together with the value of any
accrued but unused vacation time, and the amount of all accrued but previously
unpaid base salary through the date of such termination. Additionally, the
Company shall continue to provide Drs. Cope and Pykett or Messrs. Blair and
Larson, with the benefits provided to each pursuant to the Company’s employee
benefit plans for the longer of 12 months or the full unexpired term of his
employment agreement.
The Company also must pay severance,
under certain circumstances, in the event of a Change of Control. The employment
agreements provide that if there is a Change in Control and an employee is
concurrently or subsequently terminated (a) by the Company without cause, (b) by
the expiration of the term of his employment agreement, or (c) by the
resignation of the employee because he has reasonably determined in good faith
that his titles, authorities, responsibilities, salary, bonus opportunities or
benefits have been materially diminished, that a material adverse change in his
working conditions has occurred, that his services are no longer required in
light of the Company’s business plan, or the Company has breached his employment
agreement, the Company shall pay the employee the appropriate Change of Control
severance set forth on Exhibit 10.2, together with the value of any accrued but
unused vacation time, and the amount of all accrued but previously unpaid base
salary through the date of termination and shall continue to provide to any of
Drs. Cope and Pykett or Messrs. Blair and Larson, the benefits provided to them
pursuant to the Company’s employee benefit plans for the longer of 12 months
after such termination or the full unexpired term of his employment
agreement.
Each employment agreement also contains
non-competition and non-solicitation covenants. These covenants, as described in
the form of employment agreement filed herewith as Exhibit 10.1, are effective
during employment and for a period of 12 months following termination of
employment.
The foregoing description of the
employment agreements between the Company and Drs. Cope and Pykett or
Messrs. Blair and Larson, is qualified in its entirety by reference to
the full text of the form of employment agreement, a copy of which is attached
hereto as Exhibit 10.1 and which is incorporated herein by
reference.
2
2011 Cash Bonus Goals for
Executive Officers
The Committee has approved the award of
cash bonuses to the executive officers listed in the table below, to be paid in
the first quarter of 2012 in amounts to be determined by the Committee upon
achievement of the following corporate bonus objectives established by the
Committee, and subject to reduction if the goals are not achieved:
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·
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Achievement
of specified 2011 annual revenue and gross margin goals for the Company’s
medical device and radiopharmaceutical product lines, subject to 20%
reduction of bonus if not achieved.
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·
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Completion
of Phase 3 clinical activities for Lymphoseek, a proprietary radioactive
lymphatic mapping targeting agent being developed by the Company, and the
successful filing of a new drug application with the United States Food
and Drug Administration (the "FDA") for Lymphoseek, subject to 40%
reduction of bonus if not achieved.
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·
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The
successful development and implementation of a clinical development plan
and strategy for a product utilizing the Company's RIGS® technology, with
either the FDA or the European Medicines Agency (“EMEA”), the centralized
regulatory agency for the European Union, subject to 30% reduction of
bonus if not achieved
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·
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Discretionary
bonus, equal to 10% of the total bonus
objective.
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Messrs. Bupp and Larson, and Dr. Cope,
are "named executive officers" as that term is defined in Item 402. The final
amount of any cash bonus to be paid to the executive officers will be subject to
the determination of the Committee at a meeting to be held after the delivery of
the financial statements of the Company for the year ending December 31, 2011,
and adjusted by the weighting percentage, if any, of the overall corporate
objectives which were not achieved.
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Name
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Position
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2011 Maximum Cash Bonus
Amount
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David
C. Bupp
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President
and Chief Executive Officer
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$150,000
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Mark
J. Pykett, V.M.D., Ph.D.
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Executive
Vice President and Chief Development Officer
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$97,500
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Frederick
O. Cope, Ph.D.
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Senior
Vice President, Pharmaceutical Research and Clinical
Development
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$65,000
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Brent
L. Larson
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Senior
Vice President, Chief Financial Officer, Treasurer and
Secretary
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$45,000
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Anthony
K. Blair
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Vice
President, Manufacturing Operations
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$35,000
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Principal
Executive Officer Base Salary Adjustment and Restricted Stock
Grant
Pursuant
to the terms of the Employment Agreement, effective January 1, 2010, between the
Company and David C. Bupp, the Company’s President and Chief Executive Officer
(the “Bupp Employment Agreement”), on December 20, 2010, the Board of Directors
of the Company (the “Board”) approved an increase in Mr. Bupp's base salary from
$355,000 to $400,000 per year. The Board also approved the grant of 300,000 restricted shares
of the Company’s common stock to Mr. Bupp. The Company granted the restricted
stock in accordance with the provisions of the Neoprobe Corporation Second
Amended and Restated 2002 Stock Incentive Plan. In connection with the grant of
the restricted stock, the Company entered into a restricted stock award
agreement with Mr. Bupp in the form attached as Exhibit 10.3 to the Company’s
Current Report on From 8-K filed January 9, 2008. Pursuant to the terms of the
restricted stock agreement, the restricted stock shall vest upon the approval by
the FDA of a clinical program for a product utilizing the Company's RIGS®
technology, or the approval of the marketing authorization for a RIGS®
technology product by the EMEA, or, in the event of the termination of Mr.
Bupp's employment with the Company without "cause," at the end of the "Term," or
in the event of a "Change of Control," as those terms are defined in the form of
the Bupp Employment Agreement filed as Exhibit 10.1 to the Company's Current
Report on Form 8-K, dated January 1, 2010.
3
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
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Number
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Exhibit
Description
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10.1
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*
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Form
of Employment Agreement. This Agreement is one of four substantially
identical employment agreements and is accompanied by a schedule which
identifies material details in which each individual agreement differs
from the form filed herewith.
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10.2
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*
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Schedule
identifying material differences between the employment
agreements.
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*Filed
Herewith
4
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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Neoprobe
Corporation
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Date:
December 27, 2010
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By:
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/s/ Brent L. Larson
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Brent
L. Larson, Senior Vice President and
Chief
Financial Officer
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