Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
On January 8, 2021, Kadmon Holdings, Inc. ("Kadmon") entered into amendments to
the employment agreements of Harlan W. Waksal, M.D., Kadmon's President and
Chief Executive Officer, Steven Meehan, Kadmon's Executive Vice President and
Chief Financial Officer, and Gregory S. Moss, Kadmon's Executive Vice President,
General Counsel and Corporate Secretary, Chief Compliance Officer (together with
Dr. Waksal and Mr. Meehan, the "Executives"). The effective date of the
amendments is January 1, 2021.
Under the terms of the amendments, Dr. Waksal will receive an annual base salary
of $650,000, Mr. Meehan will receive an annual base salary of $520,000 and Mr.
Moss will receive an annual base salary of $468,000. Dr. Waksal will also be
eligible for a year-end target bonus of 70% of his annual base salary, Mr.
Meehan will be eligible for a year-end target bonus of 45% of his annual base
salary, and Mr. Moss will be eligible for a year-end target bonus of 40% of his
annual base salary.
Each of the amendments also provide that in the event the Executive's employment
is terminated without Cause (as defined in the Kadmon Holdings, Inc. 2016 Equity
Incentive Plan (the "Plan")), or the employee resigns with Good Reason (as
defined in the amendments), in either case during the three months prior to, as
of, or within twelve months following the effective date of a Change in Control
(as defined in the Plan), then the vesting of each of the Executives' stock
options and/or other Awards (as defined in the Plan), as applicable, shall be
accelerated and vest in full as of the date of termination.
In addition, each of Executives' employment agreements were amended to provide
that a "Change of Control" will constitute Good Reason for an Executive's
resignation and that, if compensation and benefits payable would be subject to
Sections 280G and 4999 of the Internal Revenue Code, such amounts would be
reduced to the extent such reduction would place such Executive in a better net
after-tax position.
The above description of the amendments are a summary. Please refer to the full
text of the amendments, once filed, as well as the original employment
agreements. The employment agreement for Dr. Waksal, effective as of January 1,
2020, was filed as Exhibit 10.29 to Kadmon's Annual Report on Form 10-K filed
with the U.S. on March 5, 2020. The employment agreement for Mr. Meehan,
effective as of February 8, 2019, was filed as Exhibit 10.1 to Kadmon's
Quarterly Report on Form 10-Q filed on May 9, 2019. The employment agreement for
Mr. Moss, effective as of August 30, 2019, was filed as Exhibit 10.2 to Kadmon's
Quarterly Report on Form 10-Q filed on November 7, 2019.
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