Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Appointment of Senior Vice President and Chief Commercial Officer
Commercial Operations and E.U. General Manager and Vice President, Commercial
Operations and E.U. General Manager since
experienced global commercial operations leader. At CTI, he has led the launch
and commercialization efforts for VONJO™. Previously at CTI, from
by Spectrum Pharmaceuticals) and pre-launch activities for PIXUVRI® (acquired by
Prior to CTI,
led a 250-person sales team in the successful launch of RANEXA® and also held
the positions of Director of Marketing, Sales Operations and Training. Prior to
CV Therapeutics, he held roles of increasing responsibility at Daiichi Sankyo
and Pharmacia Upjohn, primarily focused on sales leadership and market access
across the therapeutic areas of oncology, metabolic and cardiovascular. He
received his B.A. in Psychology from the
Commercial Officer (the “Offer Letter”). The Offer Letter provides that
eligible to earn year-end performance bonuses with a target bonus opportunity of
40% of his Base Salary (the “Bonus”). The Bonus may exceed the target in cases
of exceptional performance.
benefit plans and programs generally available to the Company’s employees. In
addition, he was granted an option to purchase 210,000 shares of the Company’s
common stock with a grant date fair value of
to the fair value of the Company’s common stock on The Nasdaq Capital Market on
as follows: one quarter of the underlying shares each anniversary of
equity awards were made under the Company’s Amended and Restated 2017 Equity
Incentive Plan. The foregoing summary of the Offer Letter does not purport to be
a complete description of the Offer Letter and is qualified in its entirety by
reference to the full text of the Offer Letter, a copy of which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
In connection with
Commercial Officer, the Company and
the Severance Agreement by and between the Company and
provides, among other things, that if
terminated for any reason, the Company shall pay
unpaid Base Salary and any reimbursement for expenses incurred in accordance
with the Company’s expense reimbursement policies; and (ii) one and one-half of
qualified in its entirety by reference to the full text of the agreement, which
is attached as Exhibits 10.2 and 10.3 to this Current Report on Form 8-K.
indemnity agreement, which was previously filed by the Company as Exhibit 10.1
to the Company’s Form 8-K filed on
There are no arrangements or understandings between
persons pursuant to which he was appointed as Senior Vice President and Chief
Commercial Officer of the Company. There are no family relationships between
direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description 10.1*+
Offer Letter, by and between CTI BioPharma Corp.and James K. Fong, dated as of March 1, 202210.2*+ Severance Agreement, by and between CTI BioPharma Corp.and James K. Fong, dated as of January 6, 201510.3*+ Amendment to Severance Agreement, by and between CTI BioPharma Corp.and James K. Fong, dated as of March 1, 2022104 Cover Page Interactive Data File (embedded with the Inline XBRL document) * Filed herewith.
+ Indicates management contract or compensatory plan.
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