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MELA > SEC Filings for MELA > Form 8-K on 26-Jun-2013All Recent SEC Filings

Show all filings for MELA SCIENCES, INC. /NY



Change in Directors or Principal Officers

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

On June 21, 2013, MELA Sciences, Inc. (the "Company") entered into an employment agreement (the "Agreement") with Mr. Robert Coradini with respect to his service to the Company as Interim Chief Executive Officer. Pursuant to the Agreement, which is effective as of June 17, 2013, Mr. Coradini will be paid an annual salary of $200,000 and receive stock options (the "Options") to purchase 200,000 shares of the Company's common stock (the "Common Stock") at an exercise price of $0.73 per share, the fair market value of the Common Stock on June 21, 2013, the date of grant, in accordance with the terms of the Company's 2005 Stock Incentive Plan. The shares subject to the Options will vest quarterly over the 12 month period starting June 21, 2013, while Mr. Coradini is serving either in the role of the Company's Interim Chief Executive Officer, its Chief Executive Officer or as a director. In addition, any unvested portion of the Options will accelerate and vest in full at such time as Mr. Coradini ceases to serve the Company as an executive officer and also ceases to serve the Company as a director subject to certain conditions and upon a change of control of the Company.

In connection with Mr. Coradini's appointment as the Interim Chief Executive Officer, he resigned his appointments to the Compensation Committee and Nominating Committee and in his stead Ms. Luann Via was appointed as a member of the Compensation Committee and Ms. Mindy Meads was appointed as chair of the Nominating Committee, with the Nominating Committee being reduced from four members to three members.

In addition, in connection with David Stone's appointment as Chairman of the Board he will receive $15,000 annually as compensation for such service.

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