Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 14, 2021, Y-mAbs Therapeutics Inc., (the "Company") entered into an
employment agreement with Sue Smith whereby she is employed as the Company's
Senior Vice President and Chief Commercial Officer effective as of January 1,
2022. Ms. Smith is 51 years old and has more than 25 years of US and global
oncology and rare disease experience and for the past almost ten (10) years she
was employed by Kyowa Kirin, Inc., most recently as Vice President, US Oncology
Business Unit Head.
Under the terms of her employment agreement, Ms. Smith's annual base salary is
$400,000, or such greater amount as may from time to time be determined by the
Company in its sole discretion. She is also eligible to receive an annual bonus
of up to thirty-five percent (35%) of her base salary, subject to the Company's
sole discretion. Additionally, Ms. Smith will receive a one-time, sign-on bonus
in the sum of $170,000 to be paid in January 2022. Further, Ms. Smith shall be
entitled to participate in the Company's 2018 Equity Incentive Plan (the "Plan")
related to the issuance of Options (as defined in the Plan) to purchase newly
issued shares of the Company's common stock, par value of $0.0001 per share (the
"Common Stock"), upon the exercise of the Options. On December 14, 2021,
Ms. Smith received Options to purchase 64,000 shares of the Company's Common
Stock at an initial exercise price equal to the fair market value of the Shares
on the date of the grant. All Options, including their vesting schedule, are
governed by the terms of the Plan. Ms. Smith may be eligible for future grants
at the sole discretion of the Company's board of directors.
Ms. Smith's employment with the Company continues for periods of one (1) year
that are automatically renewed in the absence of ninety (90) days written
advance notice by either party that they do not wish to renew the agreement.
Ms. Smith may also voluntarily terminate her employment with the Company at any
time upon ninety (90) days prior written notice. The Company may terminate the
employment agreement Ms. Smith's employment "for cause" (as defined in the
employment agreement) upon thirty (30) days prior written notice. In these
situations, the Company is not required to provide Ms. Smith with any severance
payments or benefits
In addition, the Company may terminate Ms. Smith's employment at any time for
any reason upon ninety (90) days prior notice and Ms. Smith may terminate her
employment upon thirty (30) days' prior written notice for "good reason" (as
defined in the employment agreement). In these situations, or if the Company has
provided notice of non-renewal, the Company has agreed to continue to pay
Ms. Smith her then-existing base salary and also continue life and medical
insurance coverage for a period of twelve (12) months from the effective date of
Further, pursuant to the terms of her employment agreement, Ms. Smith may
terminate her employment with the Company for any reason, on thirty (30) days'
written notice within twelve (12) months following a "change of control" (as
defined in the employment agreement). Any termination by the Company within
twelve (12) months following a change of control shall also be deemed a
termination by Ms. Smith due to a change of control. In these situations, the
Company has agreed to pay to Ms. Smith, in addition to her usual prorated annual
base salary up to the date of termination, a single lump-sum payment in an
amount equal to six (6) times Ms. Smith's highest monthly base salary paid
hereunder during the preceding twelve (12) month period, plus her average annual
bonus received by her during the preceding year. Additionally, the Company has
agreed to continue to provide to Ms. Smith all life and medical insurance
benefits for a period of six (6) months after termination. Also, in the event of
a change of control, all of Ms. Smith's outstanding stock options shall become
fully and immediately vested.
Under the terms of the employment agreement, Ms. Smith has agreed (1) not to
compete with the Company during her employment and for a period of one (1) year
after the termination of her employment (2) not to solicit the Company's
employees or certain orders, certain licensees, collaborators or customers
during her employment and for a period of twelve (12) months after the
termination of her employment (3) not to disclose the Company's confidential and
proprietary information and (4) to assign to the Company related intellectual
property developed during the course of her employment.
The information furnished pursuant to Item 5.02 on this Form 8-K shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any other
filing under the Securities Act or the Exchange Act, except as expressly set
forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
104 Interactive Data File (embedded within the Inline XBRL document).
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