Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
• receive a base salary of$465,000 per year and is eligible to receive a discretionary annual performance-based cash bonus, with a target bonus amount equal to 50% of his base salary (the "Target Bonus").Mr. Lehr's salary and target bonus will be reviewed periodically by the Company's Compensation Committee or Board of Directors. • be eligible to participate in the Company's incentive plans and be eligible to participate in all of the Company's employee benefit plans available to the Company's executive employees, subject to the terms and conditions applicable to such plans. • be entitled to receive the following severance benefits ifMr. Lehr's employment is terminated by the Company without "cause" or byMr. Lehr for "good reason" (each as defined in the Employment Agreement), subject to his execution and non-revocation of a release of claims and compliance with the restrictive covenants set forth in the Employment Agreement: (i) twelve months of base salary continuation, (ii) up to twelve months of continued participation byMr. Lehr and his eligible dependents in the Company's standard group medical, vision and dental plans on substantially the same terms as such benefits are provided to active employees, and (iii) all unvested options and any other unvested incentive equity awards granted to him by the Company that are scheduled to vest within eighteen months after such termination shall immediately vest; and; provided that if such termination of employment occurs within twelve months after a "change in control," (as defined in the Employment Agreement), thenMr. Lehr shall be entitled to receive: (i) an amount equal to 150% of his annual base salary at the rate in effect on his date of termination, payable ratably over an eighteen month period, (ii) an amount equal to 100% of his Target Bonus for the fiscal year in which the Termination Date (as defined in the Employment Agreement) occurs, payable ratably over a twelve month period, (ii) up to twelve months of continued participation byMr. Lehr and his eligible dependents in the Company's standard group medical, vision and dental plans on substantially the same terms as such benefits are provided to active employees, and (iii) all ofMr. Lehr's then-outstanding equity awards granted to him by the Company will become immediately vested. • be subject to restrictive covenants relating to non-disclosure of confidential information, assignment of inventions, non-competition that runs during the term of the Employment Agreement and for twelve months followingMr. Lehr's termination of employment for any reason, and non-solicitation of employees, customers and suppliers that runs during the term of the Employment Agreement and for the same period followingMr. Lehr's termination of employment for any reason.
As well, the Employment Agreement acknowledges the non-qualified stock options
granted to
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Director and Officer Indemnification Arrangements
The foregoing is a summary description of certain terms of the Employment Agreement, Stock Option Agreement, and Indemnification Agreement and, by its nature, is not complete. It is qualified in its entirety by reference to the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference, as well as by reference to each of the Stock Option Agreement as filed on the S-1 Filing Date noted above and the Indemnification Agreement as filed on the S-1/A Filing Date noted above, both incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the closing of the Company's initial public offering, the
Company amended and restated its Amended and Restated Certificate of
Incorporation (the "Amended and Restated Certificate of Incorporation") and
amended and restated its Bylaws (the "Amended and Restated Bylaws"). The Amended
and Restated Certificate of Incorporation was filed with the Secretary of State
of the
Item 8.01. Other Events
On
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 3.1 Amended & Restated Certificate of Incorporation ofContext Therapeutics Inc. 3.2 Amended and Restated Bylaws ofContext Therapeutics Inc. 10.1 Amended and Restated Employment Agreement, datedOctober 22, 2021 , betweenContext Therapeutics Inc. andMartin Lehr
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