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): April 30, 2015
Five Prime Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36070 | 26-0038620 | ||
|
(state or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
Two Corporate Drive South San Francisco, California |
94080 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (415) 365-5600
(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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Retention Award Agreements
On April 30, 2015, the Compensation Committee (the “ Committee ”) of the Board of Directors of Five Prime Therapeutics, Inc. (the “ Company ”) authorized the Company to enter into a cash retention award agreement (a “ Retention Award Agreement ”) with each of the Company’s named executive officers and its principal financial officer, each of whom is identified in the table below (each, a “ Named Officer ”):
|
Name |
Title |
|
| Lewis T. Williams | President and Chief Executive Officer | |
| Marc L. Belsky | Senior Vice President and Chief Financial Officer | |
| Julie Hambleton | Senior Vice President and Chief Medical Officer | |
| Aron M. Knickerbocker | Senior Vice President and Chief Business Officer |
Each Retention Award Agreement provides that the Company will pay the Named Officer two cash retention payments, provided that such Named Officer remains actively employed by the Company through the date such payment is made. The date the Company would pay such retention payments and the amounts of such payments are set forth in the table below:
|
Date of Payment |
Amount of Payment |
|
| Payroll date on which the Company pays the annual cash incentive bonuses for calendar 2015 performance | 50% of the annual cash incentive bonus earned by the Named Officer for calendar 2015 performance | |
| Payroll date on which the Company pays the annual cash incentive bonuses for calendar 2016 performance | 50% of the annual cash incentive bonus earned by the Named Officer for calendar 2016 performance | |
The Company expects to pay the first cash retention payment on February 15, 2016 and to pay the second cash retention payment on February 15, 2017.
Under each Retention Award Agreement, the Company will pay to the Named Officer any unpaid cash retention payments under the Retention Award Agreement based on the Named Officer’s target annual cash incentive bonus if within the 12-month period following the consummation of a Change in Control (as that term is defined in the Company’s 2013 Omnibus Incentive Plan (the “ Plan ”)) the Named Officer’s service with the Company is terminated by reason of (i) the Named Officer’s involuntary dismissal by the Company or its successor for reasons other than Cause (as that term is defined in the Plan); or (ii) the Named Officer’s Resignation for Good Reason (as that term is defined in the Executive Severance Benefits Agreement between such Named Officer and the Company).
The above description of the Retention Award Agreements does not purport to be complete and is qualified in its entirety by reference to the Form of Retention Award Agreement filed herewith as Exhibit 10.1 and incorporated herein by reference.
Grants of Restricted Shares
On April 30, 2015, the Company granted to each Named Officer the number of shares of restricted common stock of the Company (“ Restricted Shares ”) identified in the table below. The Restricted Shares awarded to a Named Officer will vest in full on January 3, 2017, provided that the Named Officer remains actively employed by the Company through January 3, 2017.
|
Name |
Restricted Shares | |||
|
Lewis T. Williams |
13,090 | |||
|
Marc L. Belsky |
5,680 | |||
|
Julie Hambleton |
7,980 | |||
|
Aron M. Knickerbocker |
7,480 | |||
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit
|
Description |
|
| 10.1 | Form of Retention Award Agreement | |
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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.
| Five Prime Therapeutics, Inc. | ||
| By: |
/s/ Francis W. Sarena |
|
| Francis W. Sarena | ||
| Senior Vice President, General Counsel & Secretary | ||
Dated: May 4, 2015
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EXHIBIT INDEX
|
Exhibit
|
Description |
|
| 10.1 | Form of Retention Award Agreement | |
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Exhibit 10.1
Retention Award Agreement
This Retention Award Agreement (this “ Agreement ”) is made and entered into as of April 30, 2015 (the “ Effective Date ”) by and between Five Prime Therapeutics, Inc. (“ FivePrime ”) and , an individual (“ Employee ”).
Recital
WHEREAS , FivePrime seeks to provide an incentive to Employee to continue employment with FivePrime and Employee wishes to continue such employment.
NOW THEREFORE , in consideration for the promises and mutual covenants herein contained, it is hereby agreed by and between FivePrime and Employee as follows:
Agreement
1. Effective Date and Term. This Agreement is effective as of the Effective Date and shall terminate on the earlier of the 2016 Bonus Payment Date (as defined below) or Employee’s termination of employment with FivePrime.
2. Incentive for Continued Employment and Employment Status. Subject to all terms and conditions of this Agreement, FivePrime shall pay Employee the retention payments as set forth in Section 3 if Employee remains actively employed with FivePrime from the Effective Date through the date of such payments. Nothing in this Agreement shall be deemed to confer on Employee any right to employment or continued employment with FivePrime or any affiliates or affect Employee’s status as an employee at will, and either Employee or FivePrime may terminate Employee’s employment at any time for any reason with or without cause.
3. Retention Payments. If Employee remains actively employed by FivePrime through the payroll date on which FivePrime pays to Employee the annual cash incentive bonus earned by Employee for calendar 2015 performance (the “ 2015 Bonus Payment Date ”), then Employee shall receive a cash payment on the 2015 Bonus Payment Date in an amount equal to 50% of the annual cash incentive bonus earned by Employee for calendar 2015 performance. If Employee remains actively employed by FivePrime through the payroll date on which FivePrime pays to Employee the annual cash incentive bonus earned by Employee for calendar 2016 performance (the “ 2016 Bonus Payment Date ”), then Employee shall receive a cash payment on the 2016 Bonus Payment Date in an amount equal to 50% of the annual cash incentive bonus earned by Employee for calendar 2016 performance. Each such payment will be subject to all applicable taxes and withholdings.
4. Termination after a Change in Control. Notwithstanding the foregoing, if within the 12-month period following the consummation of a Change in Control (as that term is defined in FivePrime’s 2013 Omnibus Incentive Plan (the “ Plan ”)) Employee’s Service (as such term is defined in the Plan) is terminated by reason of (i) Employee’s involuntary dismissal by FivePrime or its successor for reasons other than Cause (as that term is defined in the Plan); or (ii) Employee’s voluntary Resignation for Good Reason as defined in any applicable
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employment or severance agreement, plan, or arrangement between Employee and FivePrime, or if none, then following (x) a substantial adverse alteration in Employee’s title or responsibilities from those in effect immediately prior to the Change in Control; (y) a reduction in Employee’s annual base salary as of immediately prior to the Change in Control (or as the same may be increased from time to time) or a material reduction in Employee’s annual target bonus opportunity as of immediately prior to the Change in Control; or (z) the relocation of Employee’s principal place of employment to a location more than 35 miles from Employee’s principal place of employment as of the Change in Control or FivePrime’s requiring Employee to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on FivePrime’s business to an extent substantially consistent with Employee’s business travel obligations as of immediately prior to the Change in Control, provided that Employee must provide notice to FivePrime of any of the foregoing occurrences within 90 days of the initial occurrence and FivePrime shall have 30 days to remedy such occurrence and to the extent not remedied, Employee must terminate employment within 60 days following the expiration of the 30-day cure period for such occurrence, then FivePrime shall pay to Employee (i) an amount equal to two times Employee’s target annual cash incentive bonus, if such Service termination occurs prior to the 2015 Bonus Payment Date, or (ii) an amount equal to Employee’s target annual cash incentive bonus, if such Service termination occurs after the 2015 Bonus Payment Date but before the 2016 Bonus Payment Date. Such payment will be subject to all applicable taxes and withholdings.
5. Effect of Early Termination. Except as provided in Section 4, if Employee is not employed by FivePrime for any reason prior to a payment, then Employee shall not be entitled to any benefits under this Agreement to the extent not previously paid.
6. Assignments. FivePrime may assign this Agreement to any parent, subsidiary or affiliated entity.
7. Severability. A determination that any provision of this Agreement is invalid or unenforceable shall not affect the validity or enforceability of any other provision hereof.
8. Waiver. Failure to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant, or condition. A waiver of any provision of this Agreement must be made in writing, designated as a waiver, and signed by the party against whom its enforcement is sought. Any waiver or relinquishment of any right or power hereunder at any one or more times shall not be deemed a waiver or relinquishment of such right or power at any other time or times.
9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement.
10. Governing Law. Except to the extent preempted by federal law, this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California applicable to contracts entered into and to be performed entirely within the State of California.
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11. Headings and Construction. The headings of sections in this Agreement are for convenience of reference only and are not intended to qualify the meaning of any section. Any reference to a section number shall refer to a section of this Agreement, unless otherwise stated.
12. Entire Agreement; Amendments. This Agreement contains the entire agreement of FivePrime and Employee relating to the subject matter hereof, and supersedes in its entirety and revokes any and all prior agreements, understandings or representations relating to the subject matter hereof; provided , however , that this Agreement shall not supersede any Executive Severance Benefits Agreement or other severance arrangement to which Employee is a party; provided , further , that the retention payments contemplated by this Agreement shall not be subject to the terms of any Executive Severance Benefits Agreement or other severance arrangement to which Employee is a party (such that, except as provided in Section 4, no amounts will be due under this Agreement due to terminations without cause, for good reason or any similar provision). No modifications or amendments of this Agreement shall be valid unless made in writing and signed by FivePrime and Employee.
13. Other Tax Provisions. This Agreement will be construed, administered and enforced in a manner that complies with applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended.
IN WITNESS WHEREOF , FivePrime and Employee have executed this Agreement as of the Effective Date.
| Five Prime Therapeutics, Inc. | ||||||
| By: |
|
|
||||
| Lewis T. Williams | [Insert officer’s name] | |||||
| Chief Executive Officer and President | ||||||
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