Attached files
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| EX-10.1 - INTERLEUKIN GENETICS INC | v211678_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): February 14,
2011
Interleukin
Genetics, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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001-32715
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94-3123681
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(Commission
File Number)
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(IRS
Employer Identification No.)
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135
Beaver Street Waltham, MA
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02452
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(781)
398-0700
(Registrant’s
Telephone Number, Including Area Code)
(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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¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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; Compensatory Arrangements of Certain
Officers.
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(e) On
February 14, 2011, Interleukin Genetics, Inc. (the “Company”) entered into an
employment agreement with its Chief Executive Officer, Lewis H.
Bender. The agreement has an initial term of one year and is
automatically renewable for successive one year periods unless at least 90 days
prior notice is given by either the Company or Mr. Bender. The
agreement also provides that Mr. Bender will serve as a member of the Company’s
Board of Directors for as long as he serves as the Company’s Chief Executive
Officer, subject to any required approval of the Company’s
shareholders.
The agreement provides for an annual
base salary of $340,000 and an annual discretionary bonus of up to 50% of his
base salary based upon the Company’s financial performance. Under the
terms of the agreement, Mr. Bender has also been granted an option to purchase
500,000 shares of the Company’s common stock at an exercise price equal to $0.32
per share, which option was exercisable as to 125,000 shares immediately upon
grant and will become exercisable as to an additional 125,000 shares on each of
the first, second and third anniversaries of the date of grant.
The agreement is terminable by the
Company for cause or upon thirty days prior written notice without cause and by
Mr. Bender upon thirty days prior written notice for “good reason” (as defined
in the agreement) or upon ninety days prior written notice without good
reason. If the Company terminates Mr. Bender without cause or Mr.
Bender terminates his employment for good reason, then the Company will pay Mr.
Bender, in addition to any accrued, but unpaid compensation prior to the
termination, an amount equal to six months of his base salary. If the
Company terminates Mr. Bender without cause or Mr. Bender terminates his
employment with good reason within six months after a “change of control” (as
defined in the agreement), then the Company will pay Mr. Bender, in addition to
any accrued, but unpaid compensation prior to the termination, an amount equal
to 12 months of his base salary, and all remaining then-unvested stock options
granted to Mr. Bender by the Company will automatically vest.
The agreement also includes non-compete
and non-solicitation provisions for a period of six months following the
termination of Mr. Bender’s employment with the Company.
A copy of the agreement is filed
herewith as Exhibit 10.1 and is incorporated herein by
reference.
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Item 9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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10.1
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Employment
Agreement, dated February 14, 2011, by and between Interleukin Genetics,
Inc. and Lewis H.
Bender.
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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.
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INTERLEUKIN
GENETICS, INC.
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Date:
February 16, 2011
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/s/ Eliot M. Lurier
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Eliot
M. Lurier
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Chief
Financial Officer
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