Form 8-K Oncothyreon Inc. For: Mar 28

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 28, 2016

 

 

ONCOTHYREON INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-33882		26-0868560
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2601 Fourth Avenue, Suite 500

Seattle, Washington 98121

(Address of principal executive offices, including zip code)

(206) 801-2100

(Registrant’s telephone number, including area code)

(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):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

---

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Chief Medical Officer

On March 28, 2016, Dr. Diana Hausman provided notice to Oncothyreon Inc. (the “Company”) of her decision to resign for personal reasons as Chief Medical Officer, effective April 1, 2016 (the “Separation Date”). In connection with her resignation, the Board of Directors of the Company approved, and Dr. Hausman and the Company have entered into, a Letter Agreement (the “Letter Agreement”), which is filed as Exhibit 10.1 to this 8-K. Pursuant to the Letter Agreement, Dr. Hausman will receive certain benefits upon resignation, including (i) payment of COBRA benefits through May 31, 2016 and (ii) an extension of the exercise period for each of Dr. Hausman’s outstanding, vested and exercisable stock options as of the Separation Date to 5:00 pm (Pacific Daylight Time) on June 30, 2016, which additional benefits shall be conditioned on Dr. Hausman’s entry into a release agreement, which is filed as Exhibit 10.2 to this 8-K.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit Number		Description
10.1		Letter Agreement by and between Oncothyreon Inc. and Dr. Diana Hausman.
10.2		Release by and between Oncothyreon Inc. and Dr. Diana Hausman

---

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.

 

Date: April 1, 2016

---

EXHIBIT INDEX

 

Exhibit Number		Description
10.1		Letter Agreement by and between Oncothyreon Inc. and Dr. Diana Hausman.
10.2		Release by and between Oncothyreon Inc. and Dr. Diana Hausman

Exhibit 10.1

April 1, 2016

Diana F. Hausman, M.D.

c/o Oncothyreon Inc.

2601 Fourth Ave., Suite 500

Seattle, WA 98121

Re: Resignation from Oncothyreon Inc.

Dear Diana:

This letter agreement states the understanding and agreement between you and Oncothyreon Inc. (the “Company”) with respect to your resignation from the Company.

The agreement between you and the Company is as follows:

1. Resignation. You voluntarily resign from the Company effective April 1, 2016 (the “Separation Date”).

2. Severance Obligations.

(a) Accrued Obligations. The Company will pay you (i) earned salary, (ii) any accrued but unused vacation, and (iii) reimbursement of any outstanding expenses after receiving the customary and necessary substantiation, in each case, as of the Separation Date.

(b) Exercise of Option Awards. Subject to Section 3 below, all of your vested and exercisable options as of the Separation Date shall continue to be exercisable until 5:00 pm (Pacific Daylight Time) on June 30, 2016.

(c) COBRA. Subject to Section 3 below, if you timely elect continued health care under COBRA, the Company shall pay for your health care coverage under COBRA for the period commencing when your COBRA coverage commences through May 31, 2016 or, if earlier, until you are eligible to be covered under another substantially equivalent medical plan by a subsequent employer. However, if the Company determines it its sole discretion that it cannot provide this COBRA benefit without violating applicable law, the Company shall provide you with a lump sum payment in an amount equal to the then unreimbursed monthly COBRA premiums, which lump sum payment will be made on the first business day after the 60^th day following the Separation Date.

 

1

---

(d) No Right to Severance. You acknowledge that you have no right to the payment of severance under any other agreement, plan, program, policy or practice including, without limitation, your offer letter dated July 9, 2009 or the December 3, 2009 or December 21, 2015 amendments to your offer letter.

(e) Tax Withholding. All payments made pursuant to this letter agreement will be subject to withholding of applicable taxes.

3. Conditions to Receipt of Severance Benefits.

(a) Separation Agreement and Release of Claims. The receipt of the benefits described in Sections 2(b) and (c) are subject to you signing and not revoking a release of claims in the form attached hereto as Exhibit A (the “Release”), with the release to become effective not later than thirty (30) days following the Separation Date. The Release provides (among other things) that you will not disparage the Company, its directors, or its executive officers and the Company similarly will not disparage, and will use its reasonable best efforts to ensure that the members of the Board and the Company’s senior executive officers do not disparage you.

(b) Non-solicitation. You agree that, for a period of one (1) year following the Separation Date, you will not directly or indirectly solicit, induce or influence any person to modify his or her employment or consulting relationship with the Company. We agree that general, publicly available notices or advertisements of open positions shall not constitute solicitation hereunder.

4. Transition. You will endeavor to be available from time to time during normal business hours over the next eight (8) weeks for telephone consultation to assist the Company with respect to the transition of your clinical responsibilities and clinical matters generally.

5. Confidential Information; Company Information and Materials. You acknowledge and agree that you continue to be bound by the Employee Invention Assignment and Confidentiality Agreement signed by you and you will abide by its terms. Within 5 business days after April 1, 2016, you will return to the Company (i) any computer, cell phone or other equipment owned by the Company, and (ii) all documents, papers and information in your possession. In addition, you will, during the same time period, transfer to the Company any and all information or documents stored on any computer, cell phone, portable device, tablet or other electronic device (collectively, “Devices”) of yours, and ensure the permanent destruction of such information and documents from each such Device.

6. Indemnification and Insurance. This letter agreement does not affect your rights to indemnification under the Indemnification Agreement effective as of

 

2

---

December 17, 2012 between the Company and you or the bylaws or certificate of incorporation of the Company or as an insured under any director’s and officer’s liability insurance policy now or previously in force.

7. Notices. Any notices that it is necessary to deliver to you will be delivered to your last known residence address unless you notify the Company otherwise in writing. If you need to notify the Company, send the notice in writing to the Chief Financial Officer at the Company’s principal offices.

8. Integration; Severability. This letter agreement represents the entire agreement and understanding between you and the Company as to the subject matter herein and supersedes all prior discussions, representations or agreements whether written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in a writing that specifically references this Section and is signed by you and a duly authorized representative of Company. If any provision of this letter agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement will continue in full force and effect without such provision.

9. Acknowledgment. You acknowledge that you have had the opportunity to discuss this matter with and obtain advice from your private attorney, have had sufficient time to, and have carefully read and fully understands all the provisions of this letter agreement, and are knowingly and voluntarily entering into this letter agreement.

If this letter agreement accurately and completely states the agreement between you and the Company with respect to your resignation and you agree with its contents, please sign and date the acknowledgement line below and return this letter to Julie Eastland at the Company. If you believe this letter is not accurate or complete or you do not agree with it, please let me know as soon as possible.

We appreciate your service to the Company and wish you the very best in your future endeavors.

 

Warm regards,

ONCOTHYREON INC.

/s/ Christopher Henney

Christopher Henney, Ph.D., D. Sc.

Interim Chief Executive Officer and Chairman of the Board

cc: Julia M. Eastland

 

3

---

ACKNOWLEDGED AND AGREED:
/s/ Diana F. Hausman
Diana F. Hausman, M.D.
Date		March 31, 2016

 

4

Exhibit 10.2

RELEASE

You Are Advised to Consult with an Attorney Before Signing this Release of Claims

1. Release. In consideration of the benefits to be provided under that certain Separation Agreement between Diana F. Hausman, M.D. (“Executive”) and Oncothyreon Inc. (the “Company”), the sufficiency of which Executive acknowledges, Executive, for herself and her heirs, executors, administrators and assigns, does hereby release, acquit and forever discharge the Company, and each of its subsidiaries and affiliates, their present and former officers, directors, managers, executives, shareholders, members, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (individually, a “Company Released Party” and collectively, the “Company Released Parties”) of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature, in law, at equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise, and whether now known or unknown, suspected or unsuspected (“Claims”) that Executive, individually or as a member of a class, now has, owns or holds, or has at any time had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or is related to the Separation Agreement or the Executive’s employment with the Company or affiliate or subsidiary, or any termination of such employment, including Claims (i) for unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), and (iv) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), the Washington laws against discrimination, and any similar or analogous state statute, excepting only:

(a) rights of Executive arising under, or preserved by, this Release;

(b) rights of Executive to benefits pursuant to the Separation Agreement;

(c) the right of Executive to receive COBRA continuation coverage in accordance with applicable law;

 

1

---

(d) claims for benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company;

(e) rights to indemnification the Executive has or may have under that certain Indemnification Agreement effective as of December 17, 2012 between the Company and Executive or the bylaws or certificate of incorporation of the Company or as an insured under any director’s and officer’s liability insurance policy now or previously in force.

2. Unknown Claims. Executive hereby acknowledges that she is aware of the principle that a general release does not extend to claims that the releasor does not know or suspect to exist at the time of executing the release, which, if known, must have materially affected the releasor’s settlement with the releasee. With knowledge of this principal, Executive hereby agrees to expressly waive any right she may have to that effect.

3. No Admission. Executive acknowledges and agrees that the release of claims set forth in this Release is not to be construed in any way as an admission of liability whatsoever by any Company Released Party and any such liability is expressly denied.

4. Non-disparagement. From and after the date hereof, (a) Executive shall not make any statement, regardless of whether such statement is truthful, nor take any action that criticizes, ridicules or disparages or is otherwise derogatory of any of the members of the Board of the Company and/or its senior executive officers or which could reasonably be expected to harm the reputation or good will of the Company, the members of the Board of the senior executive officers, and (b) the Company shall not make, and shall use its reasonable best efforts to ensure that its senior executive officers and members of the Board shall not make, directly or indirectly, any statement, regardless of whether such statement is truthful, nor take any action that criticizes, ridicules or disparages or is otherwise derogatory of Executive or which could reasonably be expected to harm the reputation or goodwill of Executive.

5. No Filings. Executive represents that she has not filed any claim, complaint, charge or lawsuit against any Company Released Party with any governmental agency or state or federal court and that neither she nor any person or entity acting on her behalf will commence any proceeding of any kind or nature, whether administrative or judicial, or otherwise participate in any proceeding or seek any form of damages or equitable relief against any Company Released Parties with respect to Claims that are the subject of this Release. Notwithstanding the foregoing, nothing in this Release prohibits Executive from filing a charge with the Equal Employment Opportunity Commission (“EEOC”) or participating in any investigation or proceeding conducted by the EEOC; provided, however, that Executive waives any right to recover damages, costs or attorneys’ fees or other relief in any charge, proceeding or action brought against a Company Released Party

 

2

---

by Executive or by any other person or entity on Executive’s behalf, including, without limitation, the EEOC, asserting any Claims released by Executive herein. Further notwithstanding the foregoing, nothing in this Release shall be deemed to preclude Executive from (i) challenging the knowing and voluntary nature of her waiver of ADEA claims or any breach of this Release or seeking its enforcement in a court of competent jurisdiction, or (ii) pursuing any rights she may have to unemployment insurance benefits or workers’ compensation benefits.

6. Adequate Time for Consideration. Executive acknowledges that she has been given a period of twenty-one (21) calendar days to consider whether to execute this Release prior to entering into it. Any modifications to this Release, whether material or not, shall not extend or re-start the twenty-one (21) calendar day period. Executive agrees to notify the Company of acceptance of this Release by delivering a signed copy of this Release to the Company. Executive understands that the entire twenty-one (21) calendar day period may be taken to consider this Release. Executive may return this Release in less than the twenty-one (21) calendar day period. By signing and returning this Release, Executive acknowledges that the consideration period afforded her was a reasonable period of time to consider fully each and every term of this Release and to seek advice of counsel with respect to this Release. If Executive accepts the terms hereof and executes this Release, she may thereafter, for a period of seven (7) calendar days following (and not including) the date of execution, revoke this Release. If Executive elects to revoke this Release, written notice of such revocation must be actually delivered to the Chief Financial Officer of the Company within the seven (7) calendar day period. If no such revocation occurs, this Release becomes irrevocable in its entirety, and binding and enforceable against Executive, on the day next following the day on which such seven (7) calendar day period elapses. If such revocation occurs, Executive shall irrevocably forfeit any right to the benefits under Section 2(b) and (c) of the Separation Agreement.

7. Advice of Counsel. Executive acknowledges that, by this writing, she has been advised by the Company to seek the advice and assistance of an attorney with regard to this Release prior to signing it.

8. Separation Agreement Benefits. Executive acknowledges that the benefits provided in Section 2(b) and (c) of the Separation Agreement are in addition to anything of value which Executive is entitled to from the Company.

9. Counterparts. This Release may be executed in counterparts, and each counterpart will have the same force and effect as an original and will constitute an effective, binding agreement on the part of the undersigned.

10. Incorporation. This Release is hereby incorporated into and forms part of the Separation Agreement.

 

3

---

IN WITNESS WHEREOF, each of the parties has executed this Release, in the case of the Company by a duly authorized officer, as of the date written below.

 

ONCOTHYREON INC.
By		/s/ Christopher Henney
Name		Christopher Henney, Ph.D., D. Sc.
Title		Interim Chief Executive Officer
Date		March 31, 2016

 

DIANA F. HAUSMAN, M.D.
/s/ Diana F. Hausman
Date		March 31, 2016

 

4

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Dicello Levitt LLP Announces Investor Class Action Lawsuit Filed Against QuidelOrtho Corp. f/k/a Quidel Corp. (NASDAQ: QDEL) And Lead Plaintiff Deadline
• ROSEN, A LEADING AND TOP RANKED LAW FIRM, Encourages Lifecore Biomedical Inc. f/k/a Landec Corporation Investors to Inquire About Securities Class Action Investigation – LFCR, LNDC
• Robbins LLP Reminds IRobot Corporation Shareholders of the Pending May 7, 2024 Lead Plaintiff Deadline