Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Director Compensation
On January 1, 2020, the Board of Directors
(the “Board”) of Ocugen, Inc. (the “Company”) approved a new cash and equity compensation arrangement for
the Company’s non-employee directors effective immediately. Under this arrangement, each non-employee director will receive
an annual retainer of $40,000, with the chairperson of the Audit Committee of the Board receiving an additional $17,000 per year,
the chairperson of the Compensation Committee of the Board receiving an additional $12,500 per year and the chairperson of the
Nominating and Corporate Governance Committee of the Board receiving an additional $8,000 per year. Further, members of the Audit
Committee will receive an additional $8,500 per year, members of the Compensation Committee will receive an additional $6,250 per
year and members of the Nominating and Corporate Governance Committee will receive an additional $4,000 per year. Each non-employee
director will receive an initial equity grant of options to purchase 54,000 shares of the Company’s common stock (the “Initial
Equity Grant Options”) and, beginning in 2021, each non-employee director will be granted annual equity grants of options
to purchase 27,000 shares of the Company’s common stock (the “Annual Equity Grant Options”).
The Initial Equity Grant Options were granted
to each current non-employee director on January 2, 2020, and will vest monthly in equal installments over three years commencing
on February 2, 2020, subject to the grantee’s continued service with the Company on the applicable vesting dates. The strike
price of the Initial Equity Grant Options is $0.51, the closing price of the Company’s common stock on the grant date.
The Annual Equity Grant Options will be
granted to each current non-employee director beginning in 2021 on the date of the Company’s annual meeting of stockholders,
and will vest at the sooner of the one-year anniversary of the grant date or the next annual meeting. The strike price of the Annual
Equity Grant Options will be the closing price of the Company’s common stock on the date of grant.
Amended and Restated Employment Agreements
The Board also approved amended and restated
employment agreements (the “Restated Agreements”) between the Company and each of (i) Shankar Musunuri, its Chairman
and Chief Executive Officer; (ii) Daniel Jorgensen, its Chief Medical Officer; and (iii) Rasappa Arumugham, its Chief Science Officer
(together with Drs. Musunuri and Jorgensen, the “Executives”). The Restated Agreements are effective as of January
1, 2020.
Under the Executives’ existing employment
agreements with the Company, each Executive was entitled to certain severance benefits, which included base salary continuation
and Company-paid medical and dental insurance (“Severance Benefits”) in the event of termination of the Executive (i)
by the Company without Cause (as defined in each respective employment agreement) or (ii) by the Executive for Good Reason (as
defined in each respective employment agreement) for a given period (a “Severance Period”). Dr. Musunuri’s Severance
Period was two years immediately following the effective date of termination of Dr. Musunuri’s employment, and remains two
years under his Restated Agreement. The Severance Period of Drs. Jorgensen and Arumugham was six months immediately following the
effective date of termination of their employment.
Drs. Jorgensen’s and Arumugham’s
Restated Agreements now provide a Severance Period of 12 months.
Further, the Restated Agreements now provide
that, in the event of a termination of the Executive’s employment three months prior to or 12 months following a Change of
Control (as defined in each respective Restated Agreement) (i) by the Company without Cause or (ii) by the respective Executive
for Good Reason:
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1.
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Dr. Musunuri is entitled to, in addition to the Severance Benefits during his two year Severance Period, (i) a payment equal
to 200% of his target bonus; and (ii) full vesting acceleration of unvested equity awards; and
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2.
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Drs. Jorgensen and Arumugham are now entitled to, in addition to the Severance Benefits during their respective twelve month
Severance Periods (i) a payment equal to 100% of their target bonus; and (ii) full vesting acceleration of unvested equity awards.
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The Restated Agreements also include economic
cutback provisions in the event that the Company’s stock is publicly traded and payments and benefits being provided by the
Company would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code (“IRC”),
where in each case the Executives would receive (a) an amount limited so that no portion thereof would fail to be tax deductible
under IRC Section 280G or subject to an excise tax under IRC Section 4999 or (b) the amount otherwise payable to the Executives
if such amounts would be greater than the amount under (a) reduced by all taxes applicable thereto, including the IRC Section 4999
excise tax.
In connection with the Restated Amendments,
Dr. Musunuri’s base salary was increased to $500,000 and his bonus target was increased to 50%. Drs. Jorgensen and Arumugham’s
base salaries were increased to $414,500 and $353,800, respectively, while their bonus targets were increased to 40% and 35%, respectively.
The foregoing description of the Restated
Agreements is qualified in its entirety by the full text of the amended and restated employment agreements between the Company
and each Executive, which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and incorporated by reference herein.
Chief Financial Officer Compensation
On January 1, 2020, the Board approved an
increase to the base salary of Sanjay Subramanian, the Company’s Chief Financial Officer, to $365,400 and an increase to
his bonus target to 35%.
Option Grants
On January 1, 2020, the Board also approved
option grants for the Executives, along with the Company’s Chief Financial Officer (the “True-Up Options”). The
True-Up Options were granted on January 2, 2020. Dr. Musunuri was granted an option to purchase 933,528 shares of the Company’s
common stock. Dr. Jorgensen was granted an option to purchase 101,470 shares of the Company’s common stock, Dr. Arumugham
was an option to purchase granted 111,372 shares of the Company’s common stock, and Sanjay Subramanian, the Company’s
Chief Financial Officer, was granted an option to purchase 106,774 shares of the Company’s common stock. The True-Up Options
will vest annually in equal installments over three years commencing on January 2, 2021, subject to continued employment with the
Company on the applicable vesting dates. The strike price for the True-Up Options is $0.51, the closing price of the Company’s
common stock on the grant date.