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 27,
2011
ENTREMED,
INC.
(Exact
Name of Registrant as Specified in its Charter)
DELAWARE
|
0-20713
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58-1959440
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer Identification No.)
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incorporation
or organization)
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9640
Medical Center Drive
Rockville,
Maryland
(Address
of principal executive offices)
20850
(Zip
Code)
(240)
864-2600
(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 filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
|
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
As previously reported on a Current
Report on Form 8-K filed on December 22, 2010, on December 16,
2010, in accordance with the terms of her employment agreement, the
Board of Directors of EntreMed, Inc. (the “Company”) notified Kathy
Wehmeir-Davis of the termination of her employment, without cause, as the
Company’s Principal Accounting Officer, effective as of January 15,
2011.
On January 27, 2011, Ms. Wehmeir-Davis
entered into a separation agreement with the Company (the “Separation
Agreement”). The Separation Agreement provides that, in
accordance with her employment agreement, Ms. Wehmeir-Davis will receive a
severance payment consisting of six (6) months of her base salary, payable in
accordance with the Company’s payroll practices. The Company
will continue to provide coverage to Ms. Wehmeir-Davis under the Company’s
health insurance program until the earlier of nine (9) months or when
she obtains substantially equivalent health coverage through successor
employment. In addition, the Company will continue to reimburse Ms.
Wehmeir-Davis for rent on a local apartment only until February 28,
2011. In connection with her separation, the Company accelerated the
vesting of a portion of the shares underlying an option granted to Ms.
Wehmeir-Davis on January 27, 2009.
The Separation Agreement also
includes a general release by Ms. Wehmeir-Davis, as well as customary covenants
and acknowledgements.
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.
ENTREMED,
INC.
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/s/
Cynthia W. Hu
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Name:
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Cynthia
W. Hu
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Title:
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Chief
Operating Officer, General Counsel &
Secretary
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Date: January 31, 2011