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| ANX > SEC Filings for ANX > Form 8-K on 2-Jan-2009 | All Recent SEC Filings |
2-Jan-2009
Change in Directors or Principal Officers
On December 26, 2008, the employment relationship between Mark N.K. Bagnall and ADVENTRX Pharmaceuticals, Inc. (the "Company") ended. Mr. Bagnall previously served as the Company's Executive Vice President, Chief Financial Officer and Treasurer. Mr. Bagnall continues to serve as a member of the Company's Board of Directors and has agreed to provide consulting services on an as-needed basis. The Company will provide a description of the material terms of any separation or other agreement between Mr. Bagnall and the Company in a subsequent current report on Form 8-K.
On December 31, 2008, the Confidential Separation Agreement and General Release of All Claims governing the terms of separation of employment between Evan M. Levine and the Company became effective (the "Levine Separation Agreement"). Mr. Levine formerly served as the Company's Chief Executive Officer and President. His employment with the Company ended on October 17, 2008, and he resigned from the Company's Board of Directors effective December 22, 2008. Pursuant to the terms of the Levine Separation Agreement, in exchange for a mutual release of claims, the Company will provide a severance payment of $225,000 to Mr. Levine and a health benefit allowance of $19,870, which Mr. Levine may use, at his discretion, to pay the premiums required to continue his group health care coverage under COBRA or any other health care related expenses. The severance payment and the health benefit allowance will be paid in one lump sum, less applicable payroll deductions and required withholdings, in January 2009. In addition, pursuant to the Levine Separation Agreement, the Company will issue 1,000,000 fully-vested shares of its common stock (the "Shares") to Mr. Levine if the Company has received (i) a written waiver under that certain Rights Agreement with an effective date of July 25, 2005, as amended (the "Rights Agreement") by and among the Company and Purchasers (as defined in the Rights Agreement), that allows the Company to issue the Shares without triggering the Purchasers' participation rights or any related rights under the Rights Agreement, and (ii) the requisite approval of its application to list the Shares from NYSE Alternext US (formerly the American Stock Exchange) by January 30, 2009; provided that Mr. Levine signs and delivers a Restricted Stock Issuance Agreement in substantially the form attached as Exhibit A to the Levine Separation Agreement. If the waiver and approval described in (i) and (ii) above have not been received by January 30, 2009, the Company will have no obligation to issue the Shares but instead will pay Mr. Levine an additional $100,000 in one lump sum, less applicable payroll deductions and required withholdings.
On December 4, 2008, the Confidential Separation Agreement and General Release of All Claims governing the terms of separation of employment between Joan Robbins and the Company became effective (the "Robbins Separation Agreement"). Dr. Robbins formerly served as the Company's Chief Scientific Officer and Senior Vice President. Her employment with the Company ended on October 14, 2008. Pursuant to the terms of the Robbins Separation Agreement, in exchange for a release of claims and Dr. Robbins' agreement to provide certain transition assistance, the Company will provide a severance payment of $123,615 to Dr. Robbins. In addition, the Company will provide a health benefit allowance of $8,309, which Dr. Robbins may use, at her discretion, to pay the premiums required to continue her group health care coverage under COBRA or any other health care related expenses. The severance payment and the health benefit allowance will be paid in 11 substantially equal installments over a period of 5.5 months, less applicable payroll deductions and required withholdings.
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