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| ZLCS > SEC Filings for ZLCS > Form 8-K on 9-Jan-2013 | All Recent SEC Filings |
9-Jan-2013
Change in Directors or Principal Officers, Financial Statements and Exhibits
On January 4, 2013, Zalicus Inc. (the "Company") entered into amendments to the employment agreements with two of its executive officers: Justin Renz, Executive Vice President, Chief Financial Officer and Treasurer and Jason Cole, Executive Vice President, Corporate Development and General Counsel. The purpose of the amendments was solely to extend the amount and duration of severance benefits from 12 months to 18 months. A summary of the provisions of the employment agreements of Mr. Renz and Mr. Cole, that were amended on January 4, 2013 are below.
Mr. Renz is employed by the Company pursuant to an employment agreement, as amended. Either Mr. Renz or the Company may terminate his employment for any reason. If the Company terminates Mr. Renz's employment without cause or if Mr. Renz terminates his employment for good reason, both as defined in the agreement, he will be entitled to a lump sum payment equal to 18 months of his then current base salary, 18 months of the premium cost of participation in the Company's medical and dental plans, subject to applicable law and plan terms, and accelerated vesting of 100% of the stock options which remain unvested on the date of termination, in each case subject to the execution of a release of claims. In the event the Company terminates Mr. Renz without cause or Mr. Renz terminates for good reason following a change of control, Mr. Renz would be entitled to the same severance benefits provided above.
Mr. Cole is employed as Executive Vice President, Corporate Development and General Counsel of the Company pursuant to an employment agreement, as amended. Either Mr. Cole or the Company may terminate his employment for any reason. If the Company terminates Mr. Cole's employment without cause or if Mr. Cole terminates his employment for good reason, both as defined in the agreement, he will be entitled to a lump sum payment equal to 18 months of his then current base salary, 18 months of the premium cost of participation in the Company's medical and dental plans, subject to applicable law and plan terms, and accelerated vesting of 100% of the stock options which remain unvested on the date of termination, in each case subject to the execution of a release of claims. In the event the Company terminates Mr. Cole without cause or Mr. Cole terminates for good reason following a change of control, Mr. Cole would be entitled to the same severance benefits provided above.
The description of the amendments to the employment agreements of Mr. Renz and Mr. Cole are qualified in their entirety by the full text of the documents effecting such amendments, which are filed herewith as Exhibits 10.1 and 10.2.
Additional information regarding compensation of the Company's executive officers and directors will be provided in the Company's proxy statement to be filed with the Securities and Exchange Commission in connection with the Company's 2013 Annual Meeting of Stockholders.
(d) Exhibits
Exhibit No. Description
10.1 Letter Agreement, dated as of January 4, 2013, between the Company
and Mr. Justin Renz.
10.2 Amendment No. 2, dated as of January 4, 2013, to the letter agreement
between the Company and Mr. Jason Cole, dated as of January 23, 2006
and amended as of December 15, 2008.
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