Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective December 22, 2021, Blueprint Medicines Corporation (the "Company")
entered into employment agreement amendments with its chief executive officer
(principal executive officer), chief financial officer (principal financial
officer), other named executive officers and other officers of the Company,
which were approved by the Compensation Committee of the Board of Directors of
the Company. The changes contained in the amendments are consistent with the
Company's industry peer group and were recommended to the Compensation Committee
by Radford, its independent compensation consultant.
The amendment to Jeffrey W. Albers' employment agreement (the "CEO Amendment")
revises the terms related to termination benefits upon a change in control.
Under the CEO Amendment, in the event that Mr. Albers' employment is terminated
by the Company without cause (as defined in Mr. Albers' existing employment
agreement), or Mr. Albers terminates his employment with the Company for good
reason (as defined in Mr. Albers' existing employment agreement), in either case
within 12 months following the occurrence of a sale event (as defined in Mr.
Albers' existing employment agreement), subject to Mr. Albers' execution of a
release of potential claims against the Company, he will be entitled to receive:
(i) a lump sum in cash in an amount equal to the sum of (A) two (2) times his
base salary then in effect plus (B) two (2) times his target annual incentive
compensation for the year in which the termination occurs, (ii) a monthly cash
payment for 24 months for medical and dental benefits or Mr. Albers' COBRA
health continuation period, whichever ends earlier, and (iii) full and immediate
vesting and exercisability of all time-based stock options and other time-based
stock-based awards held by Mr. Albers.
The amendments to the employment agreements with the named executive officers
and officers of the Company other than Mr. Albers (the "Non-CEO Amendments"),
revise the terms related to termination benefits upon a change in control. Under
the Non-CEO Amendments, in the event that the executive's employment is
terminated by the Company without cause (as defined in the existing employment
agreements), or the executive terminates his or her employment with the Company
for good reason (as defined in the existing employment agreements), in either
case within 12 months following the occurrence of a sale event (as defined in
the existing employment agreements), subject to the executive's execution of a
release of potential claims against the Company, the executive will be entitled
to receive: (i) a lump sum in cash in an amount equal to the sum of (A) one and
one-half (1.5) times the executive base salary then in effect plus (B) one and
one-half (1.5) times the executive's target annual incentive compensation for
the year in which the termination occurs, (ii) a monthly cash payment for 18
months for medical and dental benefits or the executive's COBRA health
continuation period, whichever ends earlier, and (iii) full and immediate
vesting and exercisability of all time-based stock options and other time-based
stock-based awards held by the executive.
The foregoing description of the CEO Amendment and the Non-CEO Amendments are
qualified in their entirety by reference to the complete text of each such
agreement, copies of which are attached as Exhibits 10.1-10.11 to this Current
Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 First Amendment to Employment Agreement, dated December 22, 2021, by
and between the Registrant and Jeffrey W. Albers
10.2 Second Amendment to Employment Agreement, dated December 22, 2021, by
and between the Registrant and Michael Landsittel
10.3 First Amendment to Employment Agreement, dated December 22, 2021, by
and between the Registrant and Fouad Namouni
10.4 Second Amendment to Employment Agreement, dated December 22, 2021, by
and between the Registrant and Kathryn Haviland
10.5 First Amendment to Employment Agreement, dated December 22, 2021, by
and between the Registrant and Tracey L. McCain
10.6 First Amendment to Employment Agreement, dated December 22, 2021, by
and between the Registrant and Christina Rossi
10.7 First Amendment to Amended and Restated Employment Agreement, dated
December 22, 2021, by and between the Registrant and Becker Hewes
10.8 First Amendment to Employment Agreement, dated December 22, 2021, by
and between the Registrant and Christopher Murray
10.9 First Amendment to Employment Agreement, dated December 22, 2021, by
and between the Registrant and Percy H. Carter
10.10 Second Amendment to Employment Agreement, dated December 22, 2021, by
and between the Registrant and Debra Durso-Bumpus
10.11 First Amendment to Employment Agreement, dated December 22, 2021, by
and between the Registrant and Ariel Hurley
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document and incorporated as Exhibit 101)
3
© Edgar Online, source Glimpses