Delaware | 000-21429 | 04-3221586 | ||
(State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
of incorporation) | Identification No.) |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ARQULE, INC. | |||
(Registrant) | |||
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/s/ Peter S. Lawrence | ||
Peter S. Lawrence | |||
President and Chief Operating Officer | |||
Exhibit
No.
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Description
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10.2
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Amendment to Employment Agreement, dated February 23, 2012, by and between the Registrant and Brian Schwartz.
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1.
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Performance-Based Stock Units. Subject to the approval of the Compensation, Nominating and Governance Committee (the “CNG Committee”) of even date herewith and subject to the terms and conditions of the Plan and the Stock Unit Agreement that the Company shall provide to Executive (which shall be substantially in the form attached as Exhibit B to this Amendment), and in addition to any other equity awards for which Executive may be eligible, Executive shall be eligible to receive a grant of 50,000 shares of the Company’s common stock (the “Performance-Based Stock Units”), which shall vest based on the Company’s achievement of the milestone set forth in Exhibit A to this Amendment. Executive must be employed by the Company as of the date the milestone is achieved to be entitled to the vesting of the Performance-Based Stock Units associated with that milestone.
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2.
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No Tax Advice. Executive acknowledges and agrees that the Company has provided no tax advice to Executive with respect to this Amendment and that Executive shall be solely responsible for any and all taxes attributable to Executive, including but not limited to income taxes and payroll taxes.
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3.
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Entire Understanding. This Amendment, including its Exhibits, constitutes the entire understanding and agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, written or oral, with respect to the subject matter hereof, except that, other than as explicitly modified by the terms of this Amendment, the Agreement shall remain in full force and effect in accordance with its provisions. This Amendment shall be incorporated into the Agreement as an additional provision thereto.
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4.
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Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the laws (other than the law governing conflict of law questions) of the Commonwealth of Massachusetts.
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ARQULE, INC. | EXECUTIVE | |
By: /s/ Peter S. Lawrence | By: /s/ Brian Schwartz | |
Name: Peter S. Lawrence | Name: Brian Schwartz | |
Title: President and Chief Operating Officer | Title: Chief Medical Officer |
Milestone
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Shares
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Regulatory approval of a Company compound as set forth in votes of the CNG Committee relating thereto (the “Clinical Development Target”).
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50,000
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1.
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Operative Documents.
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(a)
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ArQule, Inc. Amended and Restated 1994 Equity Incentive Plan (the “Plan”);
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(b)
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Employment Agreement between the Company and Executive dated June 17, 2008 (the “Employment Agreement”);
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(c)
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Amendment to the Employment Agreement between the Company and Executive, dated February 23, 2012 (the “Amendment”); and
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(d)
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Votes taken on February 23, 2012 by the Compensation, Nominating and Governance Committee of the Board of Directors of the Company (the “Votes”).
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2.
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Grant of Performance-Based Stock Units.
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3.
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Vesting Schedule; Forfeiture.
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4.
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Restrictions.
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5.
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Taxes.
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6.
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Miscellaneous.
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ARQULE, INC.
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By: /s/ Peter S. Lawrence | |
Name: Peter S. Lawrence
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Title: President and Chief Operating Officer
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/s/ Brian Schwartz
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Brian Schwartz
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