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ADMP > SEC Filings for ADMP > Form 8-K on 6-Jul-2012All Recent SEC Filings

Show all filings for ADAMIS PHARMACEUTICALS CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ADAMIS PHARMACEUTICALS CORP


6-Jul-2012

Entry into a Material Definitive Agreement, Change in Directors or Pr


Item 1.01 Entry Into a Material Definitive Agreement.

Employment Agreements

On July 2, 2012, the Company entered into employment agreements with two of its existing officers, Karen K. Daniels, Vice President of Operations, and Thomas H. Moll, Vice President of Research. The agreements provide for the employment of Ms. Daniels and Dr. Moll in their current officer positions. The agreements provide for initial base compensation at the following annual rates: Ms. Daniels, $225,000; and Mr. Moll, $225,000. Under the agreements, the officers are eligible to participate in benefit programs that are routinely made available to executive officers, including any executive stock ownership plans, profit sharing plans, incentive compensation or bonus plans, retirement plans, Company-provided life insurance, or similar executive benefit plans maintained or sponsored by the Company.

Except with respect to titles, the agreements are similar in all material respects.

The agreements are terminable at any time by either party. If the Company terminates the officer's employment at any time, the officer will be entitled to receive any unpaid prorated base salary for the actual number of days worked along with all benefits and expense reimbursements to which the officer is entitled by virtue of the officer's past employment with the Company. The agreements provide that if the officer's employment is terminated without cause (as defined in the employment agreements), the officer will be entitled to receive severance payments at the officer's then-annual base salary for nine months from the date of termination. These payments will be accelerated in the event of a change of control transaction. The officers would also receive continued medical, dental and vision benefits pursuant to COBRA at the Company's expense for such periods (or until the officer becomes employed full-time by another employer). In addition, in the event of a termination without cause, a number of unvested stock options will accelerate, vest and be exercisable in full as if the officer had remained employed during the severance periods described above, and all options will remain exercisable for a period of one year after the date of termination. The agreement also provides that if officer is terminated without cause or the officer terminates the officer's employment for good reason (as defined in the employment agreements), in each case within 90 days before a change in control or within 13 months after the date of a change in control, the officer will also be entitled to receive the severance and medical benefits described above. Good reason is defined in the agreements to include events such as material reduction in base salary or responsibilities and duties or required relocation out of the San Diego area. In addition, in the event of a change in control, all unvested options held by the officer will accelerate and be exercisable in full and any unvested shares will vest in full. The Company's obligation to pay the severance benefits described above is conditioned on the officer's timely execution of a general release of claims. Upon termination of employment by reason of death or disability, any options that are vested and exercisable on the termination date will remain exercisable for 12 months after the date of cessation of service.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The information provided in response to Item 1.01 of this report under the heading "Employment Agreements" is incorporated by reference into this Item 5.02.



Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

10.1 Employment Agreement between the Company and Karen K. Daniels.

10.2 Employment Agreement between the Company and Thomas H. Moll.

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