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TNXP > SEC Filings for TNXP > Form 8-K on 3-Jun-2014All Recent SEC Filings




Entry into a Material Definitive Agreement, Other Events, Fin

Item 1.01 Entry into a Material Definitive Agreement.

On June 3, 2014, Tonix Pharmaceuticals Holding Corp. (the "Company") entered into an employment agreement (the "Agreement") with Dr. Gregory Sullivan ("Sullivan") to serve as the Company's Chief Medical Officer.

The base salary for Sullivan under the Agreement is $225,000 per annum. The Agreement has an initial term of one year and automatically renew for successive one year terms unless either party delivers written notice not to renew at least 60 days prior to the end of the current term.

Pursuant to the Agreement, if the Company terminates Sullivan's employment without Cause (as defined in the Agreement) or Sullivan resigns for Good Reason (as defined in the Agreement), Sullivan is entitled to the following payments and benefits: (1) his fully earned but unpaid base salary through the date of termination at the rate then in effect, plus all other benefits, if any, underany group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other group benefit plan to which Sullivan may be entitled to under the terms of such plans or agreements;
(2) a lump sum cash payment in an amount equal to 12 months of his base salary as in effect immediately prior to the date of termination; (3) continuation of health benefits for Sullivan and his eligible dependents for a period of 12 months following the date of termination; and (4) the automatic acceleration of the vesting and exercisability of outstanding unvested stock awards as to the number of stock awards that would have vested over the 12-month period following termination had Sullivan remained continuously employed by the Company during such period.

Pursuant to the Agreement, if Sullivan's employment is terminated as a result of death or permanent disability, Sullivan or his estate, as applicable, is entitled to his fully earned but unpaid base salary through the end of the month in which termination occurs at the rate then in effect.

The foregoing description of the terms of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Agreement, which is filed herewith as Exhibit 10.01 and is incorporated herein by reference.

Item 8.01 Other Events.

On June 3, 2014, the Company issued a press release announcing the appointment of Gregory Sullivan as discussed in Item 1.01 above. A copy of the press release that discusses this matter is filed as Exhibit 99.01 to, and incorporated by reference in, this report.

The information contained in Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.01, is furnished pursuant to, and shall not be deemed to be "filed" for the purposes of, Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in Item 8.01 of this Current Report shall not be incorporated by reference into any registration statement or any other document filed pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.01 Employment Agreement, between Tonix Pharmaceuticals Holding Corp. and Gregory Sullivan, dated June 3, 2014

99.01 Press release, dated June 3, 2014, issued by Tonix Pharmaceuticals Holding Corp.*

* Furnished herewith.

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