Introductory Comment Use of Terminology
Throughout this Current Report on Form 8-K, the terms the Company, we and our refer
to Tyme Technologies, Inc., a Delaware corporation, together with its subsidiaries (TYME).
Item 5.02. Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 23, 2020,
the Board of Directors of the Company (the Board) appointed Richard Cunningham as the new Chief Executive Officer of the Company, effective November 24, 2020. The Board also appointed Mr. Cunningham to serve on the Board
to fill a vacancy as a Class II director, effective November 24, 2020.
Mr. Cunningham, age 50, brings over 20 years of leadership
experience in the healthcare and biopharmaceutical industry. Immediately before joining TYME, Mr. Cunningham was the Chief Executive Officer and President of IXC Discovery, Inc. (formerly, Icagen Inc.), a drug discovery company, which positions
he held beginning in November 2014. He has also served as a director there since April 2020. Before IXC Discovery, Inc., Mr. Cunningham held various roles at pharmaceutical and healthcare companies, including Boehringer Ingelheim and Valeant
Pharmaceuticals (now, Bausch Health Companies Inc.; NYSE: BHC). His experience includes a broad array of responsibilities, including mergers and acquisitions, business development, strategy development, therapeutic launches, contracting, managed
care, and sales and marketing. He has led the commercialization and launch of multiple therapies in oncology, rare disease, infectious disease, respiratory, neurology, cardiovascular and metabolic diseases.
Mr. Cunninghams employment agreement, dated November 24, 2020 (the Cunningham Letter Agreement) provides for a sign-on bonus of $75,000 and an annual salary of $550,000 and has a four-year term, unless earlier terminated or extended. Mr. Cunningham will also be eligible to earn an annual target incentive award under the
Companys Cash Incentive Plan, determined by the independent directors of the Board (upon the recommendation of the Boards Compensation Committee). For fiscal year 2021, Mr. Cunninghams target incentive award is 50% of base
salary, prorated for the partial year of service. The Cunningham Letter Agreement provides that Mr. Cunningham will be entitled to the following severance benefits in the event of termination by the Company without cause or by the
executive for good reason (as those terms are defined in the Cunningham Letter Agreement): (i)(a) his base salary as in effect at the time of such termination to the extent such amount has accrued through the termination date and remains
unpaid, (b) any fully earned and declared but unpaid target incentive award as of the termination date and (c) any unpaid unreimbursed expenses as of the termination date (collectively, (i)(a) through (i)(c), the Accrued
Obligations); and (ii) in return for a timely executed and delivered release, (a) an amount equal to one year of his base salary, which will be payable in the same amounts and at the same intervals as if the employment period had
not ended, (b) immediate vesting of the portion of all his time-vesting equity awards under the Companys 2015 Equity Incentive Plan (as amended, the 2015 Plan) that would have vested in the 12-month period following the termination date and (c) if he timely elects continued coverage pursuant to COBRA, payment of his share of the premium cost at the same rate as for active employees of the Company
for the 12-month period following the termination date.
Pursuant to the Cunningham Letter Agreement, the Company
granted to Mr. Cunningham on November 25, 2020 (the Grant Date), a nonqualified stock option, which enables him to purchase up to 2,000,000 shares of common stock of the Company, par value $0.0001 per share, at an
exercise price per share of $1.03. The option has a ten-year term and vests in equal quarterly installments over the four year period following the Grant Date.
If Mr. Cunningham is terminated by the Company without cause or by him for good reason, in each case, upon or within 12 months
following the consummation of a Change in Control (as those terms are defined in the Cunningham Letter Agreement), then he will receive (i) the Accrued Obligations; and (ii) subject to his execution and
non-revocation of a release, (a) an amount equal to one-and-a-half times one year of
his base salary, which will be payable in the same amounts and at the same intervals as if the employment period had not ended, (b) an amount equal to one-and-a-half times his target incentive award for the year in which the termination date occurs (or if it has not yet been established, the target incentive award established for the immediately
preceding year), which will be payable in the same manner and at the same time that the Company pays other Company executive incentive awards under the Cash Incentive Plan after the termination date, (c) immediate vesting of all his time-based
equity awards under the 2015 Plan and (d) if he timely elects continued coverage pursuant to COBRA, payment of his share of the premium cost at the same rate as for active employees of the Company for the
18-month period following the termination date.