TRANZYME INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits
Edgar Online, Inc. |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Pursuant to the Severance Agreement, if
The foregoing summary of the Severance Agreement is qualified in its entirety by reference to the agreement which is filed with this Current Report on Form 8-K as Exhibit 10.1.
Pursuant to the Retention Agreement, Ms. Stanley will receive a retention bonus in an amount equal to 50% of her then annual base salary, less applicable deductions and withholdings, if she remains employed by the Company until
In addition, if her employment is terminated without Cause or for Good Reason (each as defined in the Retention Agreement) in immediate anticipation of, concurrently with, or within twelve months following a Change of Control (as defined in the Retention Agreement), subject to Ms. Stanley's execution of a customary separation agreement and unrevoked release, she shall be entitled to receive (i) six months annual salary at the rate in effect at termination payable in lump sum, (ii) an amount equal to the percentage of her annual base salary received as a bonus payment for the calendar year immediately preceding the year of termination multiplied by her base salary received in the year of termination excluding the amount described in the preceding clause (i), payable in lump sum, and (iii) an amount equal to the cost of the premium for continued health insurance coverage at the same average level and on the same terms and conditions which applied immediately prior to the date of termination for
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six months from the date termination, paid directly to the Company's health insurance provider, provided Ms. Stanley properly elects and maintains continued health insurance. If Ms. Stanley was not participating in the Company's group health insurance plan at the time of her termination of employment, the Company shall pay in lieu of the amount described in clause (iii) such amount equal to the monthly payment Ms. Stanley is making to obtain individual health insurance coverage at the same level and on the same terms and conditions which applied immediately prior to the date of termination, subject to Ms. Stanley providing satisfactory proof of her payment of premiums in accordance with the Company's normal expense reimbursement policy.
The foregoing summary of the Retention Agreement is qualified in its entirety by reference to the agreement which is filed with this Current Report on Form 8-K as Exhibit 10.2.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Severance Agreement dated as ofFebruary 8, 2013 by and betweenTranzyme, Inc. andDavid Moore . 10.2 Retention and Change in Control Agreement dated as ofFebruary 8, 2013 by and betweenTranzyme, Inc. andRhonda L. Stanley . 3
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