Journey Medical Corp
For the period ended Mar 31, 2025. Filed May 15, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 15, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the three months ended March 31, 2025, none ofour directors orofficers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended)adopted, modified orterminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
Employment Agreements
Joseph Benesch
On May 15, 2025, we entered into a second amended and restated employment agreement (the “Benesch Employment Agreement”) with our Chief Financial Officer, Joseph Benesch, pursuant to which he will receive: (i) an annualized base salary of $318,270; (ii) eligibility to receive a cash bonus target of 40% of his base salary based on the Company’s performance and his individual performance on behalf of the Company; (iii) eligibility to participate in the Company’s 2015 Stock Plan, as amended, and related equity grant agreements; (iv) eligibility to receive additional equity awards based upon the Company’s performance, his individual performance on behalf of the Company and such other factors as the Board may determine; and (v) eligibility to participate in such other benefits as are generally made available to similarly situated senior executive employes of the Company.
The Benesch Employment Agreement provides Mr. Benesch with severance benefits upon certain terminations of employment, as described below. In each case, the severance benefits are conditioned upon Mr. Benesch’s execution and non-revocation of a release of claims against the Company.
Termination Without Cause; Resignation for Good Reason. If the Company terminates Mr. Benesch’s employment without “cause” or Mr. Benesch resigns for “good reason” (as such terms are defined in the Benesch Employment Agreement) he will receive: (i) his base salary for a period of twelve (12) months beginning on the sixtieth (60th) day following the termination of his employment with the Company and (ii) if timely elected, the premiums necessary to continue health insurance coverage under COBRA for twelve (12) months or until Mr. Benesch becomes eligible for group health insurance coverage under another employer’s plan, whichever occurs first.
Termination due to Change in Control Event. If Mr. Benesch’s terminates three (3) months prior to, upon or following the occurrence of a Change in Control (as defined in the Benesch Employment Agreement) by the Company (or its successor) without “cause” or by Mr. Benesch for “good reason” (as such terms are defined in the Benesch Employment Agreement), then, provided that within forty-five (45) days after the date of termination he has executed a release, he will receive: (i) a lump sum severance payment equal to his annual base salary and target bonus; (ii) continued participation in the Executive group health benefits for a period of twelve (12) months following the date of termination; (iii) his prorated Target Bonus; (iv) any accrued by unpaid Target Bonus earned prior to the date of his termination; and (v) any expense reimbursement amounts owed by the Company. Additionally, on the date of his termination (x) any restricted stock awards outstanding on the date of his termination shall become fully-vested and non-forfeitable as of the date of his termination and (y) any stock options outstanding on the date of his termination shall become fully-vested and, provided that such stock options are not cancelled and cashed-out in connection with the Change in Control, shall remain exercisable for twelve (12) months following the date of his termination (or, if earlier, the normal expiration date of such stock options).
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.