GLYCOMIMETICS INC
For the period ended Jun 30, 2024. Filed Aug 8, 2024.
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Jun 30, 2024 · Filed Aug 8, 2024
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Item 5. Other Information
Trading Plans
During the three months ended June 30, 2024, none of our directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended)adopted orterminated any contracts, instructions or written plans for the purchase or sale of our securities.
Retention Agreements and Enhanced Severance Benefits
On August 7, 2024, the Company entered into retention agreements (the “Retention Agreements”) with certain employees who remain with the Company following the reduction in headcount described in the Company’s Current Report on Form 8-K filed with the SEC on July 30, 2024. Among the employees with whom the Company entered into Retention Agreements were Harout Semerjian, the Company’s Chief Executive Officer, and Brian Hahn, the Company’s Chief Financial Officer (the “Named Executive Officers”).
Under the Retention Agreements, in the event that a Named Executive Officer does not resign and remains employed by the Company through December 31, 2024 (or such earlier date as established by the Company), he will be eligible to receive, as a retention bonus, an amount equal to the officer’s target bonus for the year ending December 31, 2024 (the “Retention Bonus”). If and to the extent that the officer receives a Retention Bonus, he will not otherwise be eligible to receive a bonus for the year ending December 31, 2024. However, if the officer remains employed by the Company subsequent to December 31, 2024, then he will be eligible to receive a prorated target bonus for the year ending December 31, 2025 based on the number of months the officer is employed in 2025.
In addition to the potential Retention Bonuses, the Named Executive Officers will be eligible to receive severance benefits under the Retention Agreements that are in addition to the benefits provided in the officers’ current employment agreements, which have been previously filed as Exhibits 10.8 and 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the "Employment Agreements") and summarized in the Company’s definitive proxy statement filed with the SEC on April 1, 2024.
In the event that a Named Executive Officer is terminated by the Company without Cause or terminates his employment for Good Reason (each as defined in the respective Employment Agreement) prior to December 31, 2024, the officer will be entitled to receive, in addition to the severance amounts set forth in Section 9.2 of the officer’s Employment Agreement, an enhanced severance amount equal to the Retention Bonus described above (but only to the extent the Retention Bonus has not otherwise been paid).
Furthermore, in the event that the Company consummates a transaction or series of transactions that results in a Change in Control (as defined in the Employment Agreements) within 12 months following the date on which a Named Executive Officer is terminated by the Company without Cause or terminates his employment for Good Reason (and provided the Company executes a definitive agreement within 3 months following such termination date), then such termination will be considered to be a “Change in Control Termination” under Section 9.3 of the Employment Agreements, notwithstanding that the termination in question will have occurred prior to the Change in Control.
In the case of such a Change of Control, the Named Executive Officer will be entitled to receive the severance payments described in Section 9.3 of his respective Employment Agreement in connection with a “Change in Control Termination” in lieu of the severance payments described in Section 9.2 of the Employment Agreement, with the “Target Bonus” referenced in Section 9.3 of such agreements being the target bonus for the year ending December 31, 2024 (the “CIC Bonus Severance”), regardless of the date of such Change in Control. The payment of any Retention Bonus described above will not impact eligibility for receipt of CIC Bonus Severance under Section 9.3 of the Employment Agreements. Any incremental severance amounts payable in connection with a Change in Control under Section 9.3 of the Employment Agreements, as modified by the Retention Agreements, will be payable upon the closing of the Change in Control.
The foregoing description of the terms of the Retention Agreements is a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Retention Agreements, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2024.
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