DELAWARE | 001-31564 | 87-0458888 |
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File No.) | (I.R.S. Employer Identification No.) |
q | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
q | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
q | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
q | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)) |
(e) | Compensatory Arrangements of Certain Officers |
• | Mr. Maslowski shall receive an annual base salary of $250,000 (which was Mr. Maslowski's base salary prior to the Employment Agreement). Mr. Maslowski's base salary shall be reviewed annually by the Company's Board of Directors (the "Board") or a committee thereof and shall be subject to upward adjustment, as determined by the Board or a committee thereof; |
• | Mr. Maslowski shall be eligible to receive an annual performance bonus, subject to the attainment of annual performance goals as determined by the Board or a committee thereof. Mr. Maslowski's target annual performance bonus shall be equal to 35% of his base salary, which target amount shall be reviewed annually by the Board or a committee thereof and shall be subject to upward adjustment, as determined by the Board or a committee thereof; |
• | If Mr. Maslowski’s employment is terminated by the Company without cause (as defined in the Employment Agreement) or by Mr. Maslowski due to good reason (as defined in the Employment Agreement), he shall receive a lump sum severance payment equal to nine months of his then current base salary and nine months of monthly COBRA premiums; provided that if such termination of employment occurs within 60 days before or 18 months after a change in control of the Company (as defined in the Employment Agreement), then the severance payment will be a lump sum equal to (i) his last annual bonus, plus (ii) eighteen months of his then current base salary, plus (iii) eighteen months of monthly COBRA premiums; and |
• | Mr. Maslowski shall be subject to typical restrictive covenant provisions, including non-competition and non-solicitation restrictions, which shall apply during the term of his employment and for a period of one year thereafter. |
Exhibit No. | Description | |
10.1 | Employment Agreement, dated September 14, 2015, by and between Fibrocell Science, Inc. and John Maslowski |
Fibrocell Science, Inc. | ||
By: | /s/ David Pernock | |
David Pernock | ||
Chairman of the Board and Chief Executive Officer |
Exhibit No. | Description | |
10.1 | Employment Agreement, dated September 14, 2015, by and between Fibrocell Science, Inc. and John Maslowski |