Delaware
(State Or Other Jurisdiction Of Incorporation Or Organization) |
76-0837053
(IRS Employer Identification No.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
o | 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
Item 9.01
Financial Statements and Exhibits.
(d)
10.1
10.2
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Catalyst Pharmaceutical Partners, Inc.
By:
/s/ Jack Weinstein
Jack Weinstein
Chief Financial Officer
1. | Sections 7.1, 7.2, 7.3 and 7.4 of the Employment Agreement are hereby amended to provide that the accrued and unpaid Base Salary and Annual Bonus through the date of termination shall be paid within 45 days of: a) termination or b) the end of the calendar year to which the Annual Bonus relates, respectively. |
2. | Sections 7.5.2.(iv) and 7.6.2.(iv) of the Employment Agreement are hereby amended to: a) remove the Companys discretion to make payments in a form other than lump sum in the event termination occurs within 2 years following the Change in Control; and b) to provide that should the termination occur more than 2 years following the Change in Control, the payments shall be made in the same form as if the Change in Control did not occur. |
3. | Sections 7.5 and 7.6 of the Employment Agreement are hereby amended to provide that the payments described in Section 7.5.2.(iv) and 7.6.2.(iv) shall commence 45 days following the termination, provided the Employee executes (and does not revoke prior to commencement of payments, if applicable) the release described in Section 7.5.3 and 7.6.3 of the Agreement, no later than 30 days following the date of termination. If such payments are to be made in installments, such installments shall be made no less frequently than monthly. |
4. | Section 7.5 and 7.6 of the Employment Agreement are hereby further amended to provide that the accrued and unpaid Base Salary and Annual Bonus through the date of termination shall be paid within 45 days of: a) termination or b) the end of the calendar year to which the Annual Bonus relates, respectively, provided the Employee executes (and does not revoke prior to commencement of payments, if applicable) the release described in Section 7.5.3 and 7.6.3 of the Agreement, no later than 30 days following the date of termination. |
5. | Section 7.6.4. of the Employment Agreement is hereby amended by deleting it in its entirety and replacing it with the following: | |
For purposes of this Agreement, Good Reason shall mean, as determined by the Company, the first occurrence, without the Employees consent, of either: (i) any material alteration by the Company of Employees positions, functions, duties or responsibilities, including any change that (a) alters Employees reporting responsibility or (b) causes Employees Position with the Company to become of materially less importance than the applicable positions; (ii) a material decrease in Employees Base Salary; (iii) failure of the Company to perform any of its material obligations under this Agreement; or (iv) relocation of the principal office of the Company outside fifty (50) miles of the greater Miami, Florida area; provided, however, that Employee shall not be deemed to have terminated employment with the Company for Good Reason unless: (i) Employee terminates employment no later than 90 days following the initial existence of one or more of the above referenced conditions; and (ii) Employee provides to the Company a written notice of the existence of the above-referenced condition(s) within 90 days following the initial existence of such condition(s) and the Company fails to remedy such condition(s) within 30 days following the receipt of such notice. |
6. | Section 7.6.5. of the Employment Agreement is hereby further amended to provide that no Change in Control shall be deemed to occur unless the event(s) that cause(s) such Change in Control also constitute(s) a change in control event, as such term is defined in Code Section 409A (as defined below). |
7. | The Employment Agreement is hereby amended to add Section 21: Section 409A Compliance which shall read as follows: |
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8. | Except as otherwise specifically amended herein, the terms and provisions of the Employment Agreement remain in full force and effect. This Amendment may be executed in counterparts. |
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EMPLOYEE:
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/s/ Patrick J. McEnany | ||||
Patrick J. McEnany | ||||
CATALYST PHARMACEUTICAL PARTNERS, INC.
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By: | /s/ Jack Weinstein | |||
Jack Weinstein, Chief Financial Officer | ||||
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1. | If you are terminated by the Company in the future for any reason other than a reason that constitutes cause (as that term is defined below), or if you terminate your employment with the Company at any time in the future for good reason (as that term is defined below), you will receive twelve (12) months of your base salary following your termination, which amount shall be paid during the twelve (12) month period following the termination of your employment with the Company in the same manner as if you had remained an employee of the Company. For purposes of this letter agreement, the term: (A) cause shall mean, as determined by the Board in good faith: (i) commission by you of any act of fraud or any act of misappropriation or personal dishonesty relating to or involving the Company in any way; (ii) your willful failure, neglect or refusal to perform, or gross negligence in the performance of, your material duties and responsibilities or any express direction of the Company (other than the failure, neglect or refusal to perform an unlawful act), or any violation of any rule, regulation, policy or plan established by the Company from time-to-time regarding the conduct of its employees and/or its business, if such violation is not remedied by you within ten (10) days of receiving notice of such violation from the Company; or (iii) your arrest for, conviction of or plea of nolo contendere to a crime constituting a felony; and (B) the term good reason shall mean, as determined by the Company, the first occurrence, without your consent, of either: (i) any material alteration by the Company of your positions, functions, duties or responsibilities, including any change that (a) alters your reporting responsibility or (b) |
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causes your Position with the Company to become of materially less importance than the applicable positions; or (ii) a material decrease in your base salary that has not been agreed to by you; provided, however, that you shall not be deemed to have terminated your employment with the Company for good reason unless: (i) you terminate your employment no later than 90 days following the initial existence of one or more of the above referenced conditions; and (ii) you provide to the Company a written notice of the existence of the above-referenced condition(s) within 90 days following the initial existence of such condition(s) and the Company fails to remedy such condition(s) within 30 days following the receipt of such notice. Payment of the above-described twelve (12) month severance benefit shall commence 45 days after termination, so long as Employee executes (and does not revoke prior to the commencement of payment), the release required under Section 7.5.3 (in the case of termination without cause) or Section 7.6.3 (in the case of termination for good reason), as applicable, of the Agreement. |
2. | You hereby agree that Section 5 (Confidentiality) and Section 6 (Restrictive Covenants) of the Agreement shall continue to apply to you following the termination of the Agreement. |
Sincerely,
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/s/ Patrick J. McEnany | ||||
Patrick J. McEnany | ||||
Chief Executive Officer | ||||
/s/ Jack Weinstein | ||||
Jack Weinstein | ||||
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