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Departure of Directors or Certain

On April18, 2016, the compensation committee (the Committee) of the board of directors (the Board) of Agios Pharmaceuticals, Inc. (the Company) adopted a Severance Benefits Plan (the Severance Plan). The Severance Plan became effective on April22, 2016 (the Effective Date) and applies to the Companys chief executive officer (CEO); chief scientific officer, chief medical officer, chief commercial officer and chief financial officer (each a C-level Employee); and certain senior vice presidents and other employees designated from time to time by the Board or a committee thereof designated by the Board (each an Additional Covered Employee and, collectively with the CEO and C-level Employees, the Participants). The Committee adopted the Severance Plan to promote stability and continuity of the Companys senior management, to help preserve employee morale and productivity and to encourage retention in the face of the disruptive impact of an actual, threatened, or rumored change of control of the Company.

The Severance Plan provides for severance benefits in the event of a termination of a Participants employment by the Company without cause (as defined) or by such Participant for good reason (as defined) either (i)before or more than 18 months after a change of control (as defined), or (ii)within 18 months following a change of control. Except as specifically provided below, the severance benefits set forth in the Severance Plan supersede any severance benefits set forth in any award agreements and/or employment offer letters with a Participant.

Under the terms of the Severance Plan, subject to the execution and effectiveness of a release of claims against the Company, if a Participants employment is terminated by the Company without cause or by such Participant for good reason prior to or more than 18 months following a change of control:

the Company will be obligated (A)to pay an amount equal to the Participants (i)then-current monthly base salary for a period of 12 months and 100% of his or her target annual cash incentive bonus in a lump sum, in the case of the CEO or other C-level Employees, or (ii)then-current monthly base salary for a period of nine months and 75% of his or her target annual cash incentive bonus in a lump sum, in the case of Additional Covered Employees; and (B)subject to certain exceptions, to contribute to the cost of COBRA coverage for health and dental insurance on the same basis as the Companys contribution to Company-provided health and dental insurance coverage in effect for active employees with the same coverage elections for a period of (i)12 months, in the case of the CEO or C-level Employees, or (ii)nine months, in the case of Additional Covered Employees; and

there will be no vesting acceleration for any equity award made to Participants on or after the Effective Date, and for any equity awards granted prior to the Effective Date, the treatment of such equity awards shall be dictated by the applicable terms, if any, of the award agreements and/or employment offer letter between such Participant and the Company.

Under the terms of the Severance Plan, subject to the execution and effectiveness of a release of claims against the Company, if a Participants employment is terminated by the Company without cause or by the Participant for good reason within 18 months following a change of control:

the Company will be obligated (A)to pay an amount equal to the Participants (i)then-current monthly base salary for a period of 24 months and 200% of his or her target annual cash incentive bonus in a lump sum, in the case of the CEO; (ii)then-current monthly base salary for a period of 12 months and 100% of his or her target annual cash incentive bonus in a lump sum, in the case of C-level Employees; or (iii)then-current monthly base salary for a period of nine months and 75% of his or her target annual cash incentive bonus in a lump sum, in the case of Additional Covered Employees; and (B)subject to certain exceptions, to contribute to the cost of COBRA coverage for health and dental insurance on the same basis as the Companys contribution to Company-provided health and dental insurance coverage in effect for active employees with the same coverage elections for a period of (i)24 months, in the case of the CEO; (ii)12 months in the case of C-level Employees; or (iii)nine months, in the case of Additional Covered Employees; and

any unvested equity awards shall become fully vested; provided that the treatment for a Participants equity awards granted prior to the Effective Date shall be governed by the applicable terms, if any, of the award agreements and/or employment offer letter between such the Company and such Participant.

The Severance Plan does not obligate the Company to make any tax gross up payments to Participants so as to eliminate excess parachute payments under Section280G of the Internal Revenue Code of 1986, as amended (the Code). If the severance payments under the Severance Plan would trigger an excise tax under Sections 280G and 4999 of the Code, the severance payments would be reduced to a level at which the excise tax is not triggered, unless the Participant would receive a greater amount without such reduction after taking into account the excise tax and other federal and state taxes.

The Severance Plan will be administered by the Board or a committee thereof designated by the Board. The Board may amend, modify, or terminate the Severance Plan at any time in its sole discretion; provided that (a)any such amendment, modification or termination made prior to a change of control that adversely affects the rights of any Participant must be unanimously approved by the Board, (b)no such amendment, modification or termination may affect the rights of a Participant then receiving payments or benefits under the Severance Plan without the consent of such Participant, and (c)no such amendment, modification or termination made after a change of control will be effective for one year. The Board intends to review the Severance Plan at least annually.

The foregoing description of the Severance Plan does not purport to be complete and is qualified in its entirety by reference to the Severance Plan, a copy of which is attached hereto and filed herewith as Exhibit 10.1.

Item9.01

Financial Statements and Exhibits.

(d) The following exhibits are included in this report:

Exhibit

No.

Description

10.1

Agios Pharmaceuticals, Inc. Severance Benefits Plan.

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.

AGIOS PHARMACEUTICALS, INC.

By:

/s/ David P. Schenkein

David P. Schenkein, M.D.

Chief Executive Officer

EXHIBIT INDEX

Exhibit

No.

Description

10.1

Agios Pharmaceuticals, Inc. Severance Benefits Plan.

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