Attached files
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| EX-10.1 - EXHIBIT 10.1 - POZEN INC /NC | exhibit10_1.htm |
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): July 5, 2011
POZEN INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-31719
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62-1657552
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1414 Raleigh Road, Suite 400
Chapel Hill, North Carolina
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27517
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(Address of Principal Executive Offices)
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(Zip Code)
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(919) 913-1030
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(Registrant's telephone number, including area code)
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Item 1.01. Entry into a Material Definitive Agreement
On July 5, 2010, POZEN Inc. (the “Company”) entered into an executive employment agreement with Tomás S. Bocanegra, M.D, F.A.C.P, F.A.C.R defining the terms of his employment with the Company as its Executive Vice President, Development. The initial term of Dr. Bocanegra’s employment agreement is one year, commencing July 5, 2010, with automatic one-year renewals unless either party gives written notice of nonrenewal at least ninety days prior to the end of the term. Dr. Bocangera’s annual base salary is $385,000, which is subject to performance and merit-based increases. Dr. Bocanegra is eligible to receive an annual bonus of up to 40% of his base salary, based on performance and the achievement of identified objectives. Dr. Bocanegra is also entitled to participate in the benefit programs generally available to Company employees.
If Dr. Bocanegra employment is terminated by the Company without cause, or by Dr. Bocanegra for good reason, which is defined as (i) the relocation by more than 50 miles of the office from which Dr. Bocanegra performs his principal duties, the substantial reduction of Dr. Bocanegra’s duties and responsibilities, the material breach by the Company of the agreement (unless, in each such case, such event is corrected within 30 days after notice), or (ii) the election by Dr. Bocanegra within 60 days following a change of control of the Company to terminate his employment as a result of the change of control, the agreement provides for payment of a severance benefit equivalent to one year’s annual base salary plus the average of Dr. Bocanegra’s annual bonus awarded over the prior two years and the continuation of Dr. Bocanegra’s employee benefits (or the cash equivalent thereof) for the shorter of one year or until he obtains comparable coverage from another employer.
For purposes of the agreement, a change of control occurs upon (i) the acquisition of more than 50% of the voting power of the Company’s total outstanding securities (other than in a transaction in which the Company becomes a subsidiary of another corporation and the Company’s stockholders continue to hold more than 50% of all votes to which all stockholders of the parent corporation would be entitled in the election of directors); (ii) the consummation of a merger or consolidation with another corporation in which the Company’s stockholders immediately before the transaction will not continue to hold, after the transaction, more than 50% of all votes to which all stockholders of the surviving corporation would be entitled in the election of directors; or (iii) a sale or other disposition of all or substantially all of the Company’s assets.
As provided in the agreement, in connection with his employment by the Company, Dr. Bocanegra executed the Company’s standard non-disclosure, invention and non-competition agreement. In connection with his employment, Dr. Bocanegra was also granted a stock option entitling him to purchase 100,000 shares of common stock. The option, which vests annually over four years subject to Dr. Bocanegra’s continued employment, has an exercise price equal to the fair market value on July 5, 2011, the date of grant. The option was granted under the Company’s 2010 Omnibus Equity Compensation Plan, and pursuant to the standard terms of options granted to employees under the 2010 Omnibus Equity Compensation Plan.
A copy of Dr. Bocanaegra’s employment agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
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(a)
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Exhibits
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10.1
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Executive Employment Agreement dated July 5, 2011 between the Company and Tomás S. Bocanegra, M.D, F.A.C.P, F.A.C.R
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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.
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POZEN Inc.
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By:
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/s/ William L. Hodges
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Name:
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William L. Hodges
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Title:
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Chief Financial Officer
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Date: July 11, 2011
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