Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
ZLCS > SEC Filings for ZLCS > Form 8-K on 9-Jan-2013All Recent SEC Filings

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

Form 8-K for ZALICUS INC.


9-Jan-2013

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.

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.



Item 9.01. Financial Statements and Exhibits.

(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.

  Add ZLCS to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for ZLCS - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2013 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.