ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Salary Increases for Named Executive Officers
On January 4, 2023, the Board of Directors ("Board") of Opiant Pharmaceuticals,
Inc. ("Company"), upon the recommendation of the Compensation Committee
("Committee"), approved increases to the annual base salaries of the Company's
named executive officers to the amounts set forth in the table below, effective
January 1, 2023:
Name
Title 2023 Base Salary
Dr. Roger Crystal Chief Executive Officer $702,917
Dr. Phil Skolnick Chief Scientific Officer $494,841
David O'Toole Chief Financial Officer $451,136
Grants of Cash Long-Term Incentive Awards to Named Executive Officers
On January 4, 2023, the Board, upon recommendation of the Committee, approved
grants of cash long-term incentive compensation awards ("LTI Cash Award") for
fiscal year 2023 in lieu of the Company's historical annual grants of equity
awards, to each of Dr. Crystal, Dr. Skolnick and Mr. O'Toole, in the amounts of
$800,000, $240,000 and $240,000, respectively.
The LTI Cash Awards were granted under the Company's 2017 Long-Term Incentive
Plan ("2017 LTIP"), which was filed as Exhibit 10.52 to the Company's Annual
Report on Form 10-K filed on October 13, 2017. Each LTI Cash Award vests in
three equal amounts on the first, second and third anniversary of the vesting
commencement date of January 1, 2023, subject to employee's continued service to
the Company through the applicable vesting date. In the event that the
employee's employment is terminated by the Company without Cause or by the
employee for Good Reason, in either case, on the Closing Date (as such terms are
defined in that certain Agreement and Plan of Merger, dated as of November 13,
2022, by and among the Company, Indivior Inc., a Delaware corporation, and Olive
Acquisition Subsidiary, Inc., a Delaware corporation, which was filed as Exhibit
2.1 to the Company's Current Report on Form 8-K filed on November 15, 2022) or
within 36 months following the Closing Date, any unvested tranche of the LTI
Cash Award, prorated for the portion of calendar year 2023, 2024 or 2025, as the
case may be, elapsed prior to the date of termination, shall become vested as of
the employee's termination date and the remaining unvested portion of the LTI
Cash Award will be forfeited.
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