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VRML > SEC Filings for VRML > Form 8-K on 11-Dec-2012All Recent SEC Filings

Show all filings for VERMILLION, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for VERMILLION, INC.


11-Dec-2012

Change in Directors or Principal Officers, Financial Statements and Exhibits


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

Separation Agreement and Release with Gail S. Page

On December 7, 2012, the Company entered into a Separation Agreement and Release (the "Separation Agreement") with Gail S. Page regarding her previous employment as President and Chief Executive Officer of the Company. Ms. Page served as the Company's President and Chief Executive Officer until December 2, 2012 and transitioned to an advisory role effective as of December 3, 2012, as previously announced on November 28, 2012. Her mutually agreed termination without cause was first announced on May 15, 2012, and was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Pursuant to the terms of the Separation Agreement, the Company agrees to provide severance and benefits as outlined in the Employment Agreement dated September 28, 2010 between the Company and Ms. Page (the "Employment Agreement"), subject to the following modifications: (1) the continued payment of Ms. Page's base salary provided for in section 5(i) of the Employment Agreement was instead paid to Ms. Page on the date of the Separation Agreement in one lump sum totaling three hundred eighty-five thousand dollars ($385,000), and (2) the Company and Ms. Page agree that accelerated vesting of options provided for in section 5(ii) of the Employment Agreement shall apply to both unvested options and restricted stock units. Pursuant to the Separation Agreement, Ms. Page agrees to waive any and all claims she may have regarding her employment with the Company.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K that was filed with the Securities and Exchange Commission on September 30, 2010, and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibit No. Description.

10.1 Separation Agreement and Release dated December 7, 2012


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