Current Report Filing (8-k)
December 07 2016 - 4:07PM
Edgar (US Regulatory)
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
Date of Report (Date of Earliest Event Reported): December 1, 2016
ARIAD Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36172
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22-3106987
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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26 Landsdowne Street
Cambridge, Massachusetts 02139
(Address of Principal Executive Offices)
(617) 494-0400
(Registrants telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act.
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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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 December 1, 2016, ARIAD Pharmaceuticals, Inc. (the
Company
) entered into a new
Executive Employment Agreement (the
Employment Agreement
) with Timothy P. Clackson, Ph.D., our President of Research and Development and Chief Scientific Officer, that amends and replaces the terms of Dr. Clacksons
prior employment agreement dated May 1, 2010, as amended (the
Prior Agreement
), which would have expired on December 31, 2016 absent automatic renewal. The term of Dr. Clacksons Employment Agreement ends on
December 31, 2018, subject to automatic one year renewals thereafter absent 90 days advance notice. The Employment Agreement reflects Dr. Clacksons current base salary and annual bonus target and clarifies that, except in
certain circumstances, Dr. Clackson must be employed by the Company on the date such bonus is paid. The Employment Agreement does not change the severance amounts set forth in the Prior Agreement to be paid to Dr. Clackson upon certain
termination events, except as discussed below.
The Employment Agreement is consistent with the new form of executive employment agreement that we adopted
earlier this year in connection with the hiring of new executive officers to be consistent with current market practices and relying in part on the recommendations of our independent compensation consultant. Under the Employment Agreement,
Dr. Clackson will no longer be entitled to receive a car allowance or tax preparation services (consistent with all of our other executive officers). In addition, the Employment Agreement reflects the following best practice features:
strengthening the restrictive covenants; adding a non-disparagement clause; and revising the definitions of cause, change in control, confidential information, and good reason; as well as revisions to
provide that, in the event of a termination not in connection with a change in control, Dr. Clacksons equity will be accelerated for the same period as the severance term. The Employment Agreement also clarifies that unearned performance
awards shall be forfeited in the event of termination not in connection with a change in control, and shall be earned at the greater of actual performance or target in the event of termination in connection with a change in control. The Employment
Agreement also provides that upon a termination in connection with a change in control, the severance payment shall include, in addition to two times Dr. Clacksons annual base salary as set forth in the Prior Agreement, payment of the
target annual bonus, all of which shall now be paid in a lump sum instead of over time. Additionally, severance will be paid in connection with a change in control termination if such termination occurs within three months prior to the change in
control as well as during the one-year period following a change in control, as currently set forth in the Prior Agreement.
The foregoing is only a
summary of the Employment Agreement and is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K and incorporated by reference herein.
In addition, we have entered into substantially similar agreements with Daniel M. Bollag, Ph.D. and Hugh M. Cole, our other executive officers whose
employment agreements also would have expired on December 31, 2016 absent automatic renewal. Their agreements are filed as Exhibits 10.2 and 10.3, respectively, to this Form 8-K.
Item 9.01.
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Financial Statements and Exhibits.
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10.1
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Executive Employment Agreement, dated December 1, 2016, between ARIAD Pharmaceuticals, Inc. and Timothy Clackson, Ph.D.+
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10.2
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Executive Employment Agreement, dated December 1, 2016, between ARIAD Pharmaceuticals, Inc. and Daniel M. Bollag, Ph.D.+
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10.3
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Executive Employment Agreement, dated December 1, 2016, between ARIAD Pharmaceuticals, Inc. and Hugh M. Cole+
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Management contract or compensatory plan or arrangement.
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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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ARIAD Pharmaceuticals, Inc.
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Date: December 7, 2016
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By:
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/s/ Manmeet S. Soni
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Manmeet S. Soni
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Executive Vice President, Chief Financial Officer
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INDEX TO EXHIBITS
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10.1
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Executive Employment Agreement, dated December 1, 2016, between ARIAD Pharmaceuticals, Inc. and Timothy Clackson, Ph.D.+
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10.2
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Executive Employment Agreement, dated December 1, 2016, between ARIAD Pharmaceuticals, Inc. and Daniel M. Bollag, Ph.D.+
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10.3
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Executive Employment Agreement, dated December 1, 2016, between ARIAD Pharmaceuticals, Inc. and Hugh M. Cole+
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(+)
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Management contract or compensatory plan or arrangement.
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