Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 10, 2022 (the "Start Date"), EyePoint Pharmaceuticals, Inc. (the
"Company") announced that the Board of Directors (the "Board") of the Company
appointed Michael C. Pine, age 46, as the Company's Chief Corporate Development
and Strategy Officer. Mr. Pine was appointed Chief Corporate Development and
Strategy Officer by the Board on January 7, 2022.
In connection with Mr. Pine's appointment, the Company entered into an
employment agreement (the "Employment Agreement") with Mr. Pine, which provides
that his employment will continue until either the Company or Mr. Pine provides
notice of termination in accordance with the terms of the Employment Agreement.
In addition, the Company entered into a confidential information,
non-disclosure, non-solicitation, non-compete, and rights to intellectual
property agreement with Mr. Pine, which prohibits him from competing with the
Company, soliciting the Company's employees and customers and disclosing
confidential information during the term of his employment and for a specified
time thereafter.
Pursuant to the Employment Agreement, Mr. Pine is entitled to receive an annual
base salary of $420,000 and a sign-on bonus totaling $108,000 (the "Sign-On
Bonus"). The Sign-On Bonus is payable in two equal tranches of $54,000, with the
first tranche payable on the first regular payroll date following the Start
Date, and the second tranche payable three months after the first tranche. The
Sign-On Bonus is subject to partial or full forfeiture, as specified in the
Employment Agreement, if Mr. Pine voluntarily terminates employment with the
Company without good cause, or if the Company terminates Mr. Pine's employment
for cause, within the first fifteen months following the Start Date. In
connection with his employment, the Company also granted Mr. Pine options to
purchase 100,000 shares of the Company's common stock at an exercise price of
$12.62 per share, with 25% vesting on the first anniversary of the Start Date
followed by ratable monthly vesting through the fourth anniversary of the Start
Date. The Equity Awards were made outside the Company's 2016 Long Term Equity
Incentive Plan, as amended, as an inducement material to Mr. Pine's entering
into employment with the Company pursuant to Nasdaq Stock Market LLC ("Nasdaq")
Listing Rule 5635(c)(4). In addition, Mr. Pine is eligible to receive an annual
cash bonus, which is based on the achievement of individual and corporate
performance objectives, calculated as a percentage of his annual base salary,
and which will be determined by the Company's Board, in its sole discretion. Mr.
Pine's target annual bonus is 45% of his annual base salary. In connection with
his appointment, Mr. Pine has also entered into the Company's standard
indemnification agreement, the form of which is filed as Exhibit 10.19 to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2020.
Under the Employment Agreement, if Mr. Pine's employment is terminated by the
Company without "cause" or by Mr. Pine for "good cause" (as such terms are
defined in the Employment Agreement), Mr. Pine will be entitled to (a) his base
salary for the period of 12 months from the date of termination; (b) 100% of his
target bonus, payable in equal installments during the period of base salary
continuation payable in clause (a); and (c) reimbursements equal to the portion
of the monthly health premiums paid by the Company on Mr. Pine's behalf and that
of his eligible dependents immediately preceding the date that Mr. Pine's
employment terminates until the earlier of (i) the last day of the period of
base salary continuation under clause (a) and (ii) that date that Mr. Pine and
his eligible dependents become ineligible for COBRA coverage. Upon a "change of
control" (as such term is defined in the Employment Agreement), any options to
purchase shares of the Company's common stock or shares of restricted stock of
the Company held by Mr. Pine that are not fully vested at the time of the change
of control will immediately accelerate and vest in full, provided that Mr. Pine
is employed by the Company on the date of the change of control.
In addition to the payments set forth in the preceding paragraph, upon the
termination of Mr. Pine's employment for any reason, Mr. Pine will be entitled
to receive any earned or accrued amounts and vested benefits that remain unpaid
as of the date of his termination of employment. The payments and benefits set
forth above are subject to Mr. Pine's execution of a release of claims.
Mr. Pine brings over 20 years of experience in the pharmaceutical industry,
serving in various business development and strategy roles. Most recently, Mr.
Pine was a Senior Vice President of Business Development and Strategy at Medexus
Pharmaceuticals, where he identified, evaluated and executed several
transactions critical to the growth of the organization. Mr. Pine held roles of
increasing responsibility at Lupin Pharmaceuticals, Aralez Pharmaceuticals, and
Novartis Pharmaceuticals, where he spent over eight years building a diverse
skill set in business development, commercial, operational and strategy roles.
Earlier in his career, Mr. Pine was in business development roles at Kos
Pharmaceuticals, Organon Biosciences, and Pfizer, as well as an Investment
Banking Analyst at JP Morgan Chase. Mr. Pine holds a B.S. in Consumer Economics
from Cornell University and an M.B.A from Columbia Business School.
There are no family relationships between Mr. Pine and any director or executive
officer of the Company, and he has no direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
The description of the Employment Agreement contained herein does not purport to
be complete and is qualified in its entirety by reference to the complete text
of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this
current report on Form 8-K.
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Item 8.01. Other Events.
On the Start Date, the Company issued a press release announcing the appointment
of Mr. Pine. A copy of the press release, which is filed with this Current
Report on Form 8-K as Exhibit 99.1, is hereby filed pursuant to this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Employment Agreement, dated January 10, 2022, by and between
EyePoint Pharmaceuticals, Inc. and Michael, C. Pine
99.1 Press Release of EyePoint Pharmaceuticals, Inc., dated January 10,
2022
104 Cover Page Interactive Data File (embedded within the inline XBRL
document)
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