001-38137
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47-2608175
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(Commission File No.)
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(IRS Employer Identification No.)
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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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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An annual base salary of $380,000, and is eligible to receive an annual performance bonus, with a target bonus amount equal to 40% of his base salary under the Company’s Management by Objectives program, prorated to his start date.
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A one-time signing bonus of $50,000, subject to repayment by Mr. MacLean in full to the extent he voluntarily leaves the Company within twelve months of the commencement of his employment.
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A stock option exercisable for up to 332,708 shares of the Company’s common stock, vesting over a four year period, under the Company’s 2015 Equity Incentive Plan.
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Eligibility to participate in the Company’s employee benefit plans, subject to the terms of those plans.
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If the Company terminates Mr. MacLean’s employment, without cause, at any time other than within 12 months of a change in control, the Company will be obligated to (i) pay Mr. MacLean a severance payment equal to 12 months of his base salary, and (ii) provide Mr. MacLean benefits for a period of 12 months.
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If the Company terminates Mr. MacLean’s employment within 12 months of a change in control, in addition to the severance payment and benefits continuation described above, the Company will be obligated to (i) pay Mr. MacLean a payment equal to the target amount of his bonus, and (ii) provide Mr. MacLean vesting acceleration of all outstanding options and other equity incentive awards.
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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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Offer Letter, dated as of July 17, 2017, by and between Akcea Therapeutics, Inc. and Mike MacLean.
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10.2
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2015 Equity Incentive Plan and Form of Award Agreements (1)
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10.3
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Form of Indemnification Agreement (2)
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Akcea Therapeutics, Inc.
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Dated: September 5, 2017
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By:
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/s/ Paula Soteropoulos
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Paula Soteropoulos
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President and Chief Executive Officer
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Offer Letter, dated as of July 17, 2017, by and between Akcea Therapeutics, Inc. and Mike MacLean.
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2015 Equity Incentive Plan and Form of Award Agreements (1)
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Form of Indemnification Agreement (2)
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55 Cambridge Parkway, Suite 100
Cambridge, MA 02142
www.akceatx.com
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Severance with no Change in Control without cause
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Severance within 12 months of a Change in control (double trigger)
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12 months base salary
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12 months base salary and target bonus
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12 months benefit continuation
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12 months benefit continuation
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No equity vesting acceleration
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Full vesting acceleration
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Modified Economic Cutback
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/s/ Michael MacLean
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Michael MacLean
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