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QLTI > SEC Filings for QLTI > Form 8-K on 20-Dec-2013All Recent SEC Filings

Show all filings for QLT INC/BC

Form 8-K for QLT INC/BC


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.

Effective December 18, 2013, QLT Inc. (the "Company") entered into a letter agreement with Alexander R. Lussow, the Company's Senior Vice President, Business Development and Commercial Operations, in which the Company, among other things, agreed that it would terminate Mr. Lussow on either, in the Company's discretion, March 31, 2014, April 30, 2014 or May 31, 2014 and confirmed that, upon such termination, Mr. Lussow would be entitled to severance benefits under the change of control letter, dated June 30, 2006, between the Company and Mr. Lussow (the "2006 Change of Control Letter") as a result of the change of control that occurred at the Company's 2012 Annual General Meeting. Mr. Lussow has agreed not to resign prior to such termination date and to perform his duties up to his termination in a manner consistent with his current performance.

Pursuant to the terms of the 2006 Change of Control Letter, Mr. Lussow will be entitled upon termination to a lump-sum severance payment of CAD $480,650, which is the equivalent of 18 months' base salary. In addition, Mr. Lussow will be entitled to a lump sum payment ranging from approximately CAD $200,271 to CAD $226,974 (depending on his termination date), representing unpaid bonus payments due under the Company's cash incentive compensation plan for the 2013 and 2014 performance periods (pro-rated for Mr. Lussow's actual months of employment with the Company), as well as a lump sum payment of CAD $240,325, which is the equivalent of Mr. Lussow's bonus entitlement for the 18-month period following his termination date under the Company's cash incentive compensation plan (calculated at the maximum cash incentive compensation entitlement that would otherwise have been paid during the severance period). Mr. Lussow will also be entitled to receive, in a lump-sum payment upon termination, RRSP contributions ranging from CAD $15,254 to CAD $18,992 for the 18-month period following his termination, health benefits for one month and an amount equal to 10% of Mr. Lussow's base salary for 17 months (or CAD $45,395) as compensation for health related benefits coverage, and up to CAD $5,000 for outplacement counseling services pursuant to the terms of the 2006 Change of Control Letter. Pursuant to the letter agreement, Mr. Lussow will also be entitled to CAD $50,000 in relocation expenses in lieu of any entitlement to moving expenses set forth in the 2006 Change of Control Letter or Mr. Lussow's employment agreement. Mr. Lussow's receipt of the benefits described above is subject to his execution of a release of all claims against the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Pursuant to the rules and regulations of the Securities and Exchange Commission, the attached exhibit is deemed to have been furnished to, but not filed with, the Securities and Exchange Commission:

Number     Description

10.74      Letter Agreement between the Company and Alexander R. Lussow effective
           as of December 18, 2013

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