Attached files
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| EX-10.1 - Talon Therapeutics, Inc. | v207981_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): January 6,
2011
Talon
Therapeutics, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
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001-32626
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32-0064979
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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7000
Shoreline Court, Suite 370
South
San Francisco, CA 94080
(Address
of principal executive offices and Zip Code)
(650)
588-6404
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-14(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; Compensatory Arrangements of Certain
Officers.
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Extension
of Employment Agreement of President and Chief Executive Officer
On January 6, 2011, Talon Therapeutics,
Inc. (the “Company”) and Steven R. Deitcher, M.D., the Company’s President and
Chief Executive Officer, entered into a letter agreement (the “Letter
Agreement”) extending the term of the Employment Agreement between the Company
and Dr. Deitcher dated June 6, 2008 (the “Employment
Agreement”). Pursuant to the Letter Agreement, the term of the
Employment Agreement was extended to December 31, 2011. In addition,
the Letter Agreement provides that Dr. Deitcher shall be entitled to increased
levels of term life and long-term disability insurance coverage.
The foregoing summary of the Letter
Agreement is qualified in its entirety by reference to the complete agreement, a
copy of which is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Promotion
of Chief Financial Officer
The Company has also promoted Craig W.
Carlson to be its Senior Vice President, Chief Financial Officer. Mr.
Carlson was previously Vice President, Chief Financial Officer.
Resignation
of Vice President, Chief Medical Officer
On January 11, 2011, the Company and
Anne E. Hagey, M.D., the Company’s Vice President, Chief Medical Officer,
entered into an agreement and release (the “Separation
Agreement”). Pursuant to the Separation Agreement, the parties agreed
that Dr. Hagey will resign her employment with the Company effective as of March
31, 2011. Under the Separation Agreement, and in lieu of any
compensation that was otherwise payable to Dr. Hagey pursuant to the letter
agreement between the Company and Dr. Hagey dated March 16, 2008, the Company
agreed to continue paying Dr. Hagey’s base salary and health insurance premiums
through March 31, 2011, and to pay to Dr. Hagey a severance payment of one month
of her base salary in the gross amount of $28,750. The Separation
Agreement also provides that each party is releasing the other from all claims
each may have against the other. In accordance with federal law, Dr.
Hagey has 7 days in which to rescind her release, which action would nullify the
Separation Agreement.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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Exhibit
No.
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Description
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10.1
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Letter
agreement between Talon Therapeutics, Inc. and Steven R. Deitcher, M.D.,
dated January 6, 2011.
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SIGNATURE
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.
| Date: January 12, 2011 | Talon Therapeutics, Inc. | ||
|
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By:
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/s/ Craig W. Carlson | |
| Craig W. Carlson | |||
| Sr. Vice President, Chief Financial Officer | |||
INDEX
TO EXHIBITS FILED WITH THIS REPORT
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Exhibit
No.
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Description
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10.1
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Letter
agreement between Talon Therapeutics, Inc. and Steven R. Deitcher, M.D.,
dated January 6, 2011.
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