UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported)
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January 1,
2010
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(Exact
name of registrant as specified in its charter)
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Delaware
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0-26520
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31-1080091
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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425 Metro Place North, Suite 300, Columbus,
Ohio
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43017
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(614)
793-7500
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(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On January 1, 2010, Neoprobe
Corporation (the “Company”) entered into an employment agreement with David C.
Bupp, the Company’s President and Chief Executive Officer (the “Employment
Agreement”). The Employment Agreement has a stated term of 36 months, commencing
January 1, 2010, and terminating December 31, 2012.
The Employment Agreement provides for
Mr. Bupp to receive an annual base salary of $355,000. The Company’s
Compensation, Nominating and Governance Committee (the “Committee”) will review
Mr. Bupp’s base salary on an annual basis and may increase, but not decrease,
the base salary at its discretion. Mr. Bupp may also receive an
annual bonus at the discretion of the Committee, in accordance with any bonus
plan adopted by the Committee. For the calendar year ending December 31, 2010,
the Committee has determined that the maximum bonus payment to Mr. Bupp will be
$125,000, and that Mr. Bupp will be eligible to receive payment of an
appropriate portion of the bonus for such calendar year in the event Mr. Bupp’s
employment with Company terminates prior to December 31, 2010 (other than a
termination “for cause” (as defined in the Employment Agreement), or as the
result of Mr. Bupp’s resignation). The Employment Agreement also provides for
Mr. Bupp’s participation in the Company’s employee benefit programs, stock based
incentive compensation plans and other benefits as described in the Employment
Agreement.
In the event the Company terminates Mr.
Bupp’s employment “for cause,” all salary, benefits and other payments shall
cease at the time of termination, and the Company shall have no further
obligations to Mr. Bupp. If Mr. Bupp resigns for any reason other than: (1) a
“Change of Control;” or (2) “Good Reason” (as those terms are defined in the
Employment Agreement), all salary, benefits and other payments shall cease at
the time such resignation becomes effective. If Mr. Bupp’s employment is
terminated because of death or disability, all salary, benefits and other
payments shall cease at the time of death or disability, provided, however, that
the Company shall continue to provide Mr. Bupp with such health, dental and
similar insurance or benefits as were provided to Mr. Bupp immediately before
his termination for the longer of 36 months after such termination or the full
unexpired term of his employment agreement. In addition, for the first
six-months of any disability, the Company shall pay to Mr. Bupp the difference,
if any, between the cash benefits received by Mr. Bupp from a Company sponsored
disability insurance policy and his salary under the Employment
Agreement.
In the event the Company terminates Mr.
Bupp’s employment without cause or at the end of the term of the Employment
Agreement, or in the event of Mr. Bupp’s resignation for “Good Reason” (as that
term is defined in the Employment Agreement), the Company shall, at the time of
such termination, pay to Mr. Bupp $532,500, together with the value of any
accrued but unused vacation time, and the amount of all accrued but previously
unpaid base salary through the date of such termination. Additionally, the
Company shall continue to provide Mr. Bupp with all of the benefits provided to
him pursuant to the Company’s employee benefit plans for the longer of 36 months
or the full unexpired term of the Employment Agreement.
The Company must also pay Mr. Bupp
severance, under certain circumstances, in the event of a Change of Control. The
Employment Agreement provides that if there is a Change in Control and Mr.
Bupp’s employment is concurrently or subsequently terminated: (a) by the Company
without cause; (b) by the expiration of the term of his employment agreement; or
(c) by his resignation because he has reasonably determined in good faith that
his titles, authorities, responsibilities, salary, bonus opportunities or
benefits have been materially diminished, that a material adverse change in his
working conditions has occurred, that his services are no longer required in
light of the Company’s business plan, or the Company has breached his employment
agreement, the Company shall pay to Mr. Bupp the greater of: (a) an amount equal
to 30 months of Mr. Bupp’s then applicable base salary; or (b) $887,500,
together with the value of any accrued but unused vacation time, and the amount
of all accrued but previously unpaid base salary through the date of termination
and shall continue to provide Mr. Bupp with all of the benefits provided to him
pursuant to the Company’s employee benefit plans for the longer of 36 months or
the full unexpired term of his employment agreement.
The Employment Agreement also contains
non-competition and non-solicitation covenants. These covenants, as described in
the Employment Agreement, are effective during Mr. Bupp’s employment and for a
period of 12 months following termination of employment.
The foregoing description of the
Employment Agreement is qualified in its entirety by reference to the full text
of the Employment Agreement, a copy of which is attached hereto as
Exhibit 10.1 and which is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
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Number
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Exhibit
Description
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10.1
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Employment
Agreement, dated January 1, 2010, between Neoprobe Corporation and David
C. Bupp.
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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Neoprobe
Corporation
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Date: January
5, 2010
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By:
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/s/
Brent L. Larson |
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Brent
L. Larson, Vice President, Finance and
Chief
Financial Officer
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