8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2015

Sagent Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 1-35144

Delaware	98-0536317
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

1901 N. Roselle Road, Suite 700, Schaumburg, Illinois 60195

(Address of principal executive offices, including zip code)

(847) 908-1600

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On May 4, 2015, Sagent Pharmaceuticals, Inc. (the “Company”) entered into a Separation Agreement and Release of Claims (the “Agreement”) with Jeffrey Yordon related to Mr. Yordon’s previously announced retirement as Chief Executive Officer of the Company on March 25, 2015. Pursuant to the terms of the Agreement, Mr. Yordon will be entitled to receive the severance and other benefits specified in Section 9(b) of his Employment Agreement dated January 20, 2011. The Agreement also provides certain additional benefits to and imposes certain obligations on Mr. Yordon. A copy of the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.

On May 4, 2015, the Company entered into an amendment (the “Amendment”) to the employment agreement dated January 20, 2011 with Michael Logerfo, the Company’s President. Pursuant to the Amendment, which is effective as of April 15, 2015, Mr. Logerfo’s base salary was increased to an amount no less than $451,900 per year and the definition of “Good Reason” was modified. A copy of the amendment to Mr. Logerfo’s employment agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are being furnished with this Current Report on Form 8-K.

Exhibit Number	Description
10.1	Separation Agreement and Release of Claims dated May 4, 2015, by and among Sagent Pharmaceuticals, Inc., and Jeffrey Yordon.
10.2	Amendment to Employment Agreement dated May 4, 2015, by and among Sagent Pharmaceuticals, Inc., and Michael Logerfo.

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.

		SAGENT PHARMACEUTICALS, INC.
Date: May 8, 2015		/s/ Michael Logerfo
	Name:	Michael Logerfo
	Title:	President, Chief Legal Officer and Corporate Secretary

EX-10.1

Exhibit 10.1

SAGENT PHARMACEUTICALS, INC.

SEPARATION AGREEMENT AND RELEASE OF CLAIMS

This Separation Agreement and Release of Claims (the “Separation Agreement”) is by and between Jeffrey Yordon (the “Executive”) and Sagent Pharmaceuticals, Inc. (“Sagent” or the “Company”).

WHEREAS, the Executive and the Company and, as applicable, certain of its affiliates are party to that certain Employment Agreement, dated as of January 20, 2011, (the “Employment Agreement”);

WHEREAS, the Company and the Executive have mutually agreed that the Executive’s employment with the Company and its affiliates terminated effective March 25, 2015 (the “Termination Date”); and

NOW, THEREFORE, for the promises and covenants set forth herein and for such other good and valuable consideration, the receipt of which is hereby acknowledged, the Executive and Company enter into this Separation Agreement on the following terms and conditions:

1. Accrued Obligations and Termination Benefits. The Company and the Executive acknowledge and agree that a definitive list of the payments and benefits paid or payable to him under Section 9 of the Employment Agreement or as otherwise agreed is set forth on Schedule A hereto (the “Benefits”), and, with the exception of the Accrued Benefits specified therein, represent, in part, consideration for signing this Agreement and are not salary, wages or benefits to which the Executive was already entitled for the period prior to the Termination Date.

2. Release. The Executive acknowledges and agrees that in exchange for the Benefits, he will abide by the terms of the General Release, attached as Schedule B hereto.

3. Stock Options. In addition to the Benefits identified on Schedule A, Executive may exercise all of his stock options vested (or which would have vested) through the date of this Agreement within 90 days after the Termination Date. The Company will provide Executive with all documentation required to exercise his vested options promptly upon execution of this Agreement. The Company agrees that Executive may exercise his vested stock options on a “cashless” basis consistent with past practice, and any shares of the Company’s Common Stock or vested stock options may be transferred by Executive to his family members without the need for further approval from the Company.

4. Board Service and Voting. The Executive acknowledges and agrees that in exchange for, and as a condition to receiving, the Benefits, he will continue to serve as a member of the Board of Directors of the Company until the expiration of his current term at the Company’s 2015 Annual Meeting of Stockholders (the “Annual Meeting”), which is scheduled to take place on June 9, 2015. In addition, the Executive shall, vote or cause to be voted all of the shares of the Company’s common stock held or controlled by the Executive for the election of the director nominees named in the Company’s Proxy Statement with respect to the Annual Meeting.

5. Mutual Non-Disparagement. The Executive agrees that he shall not, whether orally or in writing, publicly criticize, denigrate or disparage the Company or any of its affiliates, and the Company agrees that it shall not, whether orally or in writing, publicly criticize, denigrate or disparage the Executive, with respect to any matters; provided, however, that the restrictions in this Section shall not apply to any action brought to enforce this Agreement or in any other future litigation between the Company and/or the Executive and shall not bar any good faith response to any court order, lawful subpoena, or inquiry by a governmental or self-regulatory organization.

6. Survival. The Company agrees that the terms of this Agreement and the provisions identified in Section 16 of the Employment Agreement survive the execution of the General Release.

EXECUTIVE:

/s/ Jeffrey Yordon Jeffrey Yordon		Dated:	May 4, 2015
SAGENT PHARMACEUTICALS, INC.
Name:	/s/ Michael Logerfo	Dated:	May 4, 2015
Title:	President

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SCHEDULE A

TERMINATION BENEFITS

The Company and Executive agree the Company shall pay or provide Executive the following Termination Benefits:

• Base Salary ($665,184.52 per annum) through the date of this Agreement (the amount accrued through the Termination Date is acknowledged as having already been paid); accrued and unused vacation pay through the date of this Agreement; any earned but unpaid Annual Bonus (which 2014 bonus amounts have already been paid); any amounts owed to the Executive for expenses which are reimbursable; and any other benefits or amounts due and owing to the Executive under the terms of any plan, program or arrangement of Sagent Pharmaceuticals, Inc. (the “Company”) (collectively, the “Accrued Benefits”).

• A pro rata portion (based on the number of days during the applicable fiscal period prior to the date of this Agreement) of the Annual Bonus, which the Executive would have earned absent termination, pro rated for the period January 1 through the date of this Agreement, with such payment to be made at the time bonus payments are made to executives of the Company generally.

• A cash lump sum of $2,394,663, representing the product of (x) two (2) and (y) the sum of the Executive’s base salary and target bonus.

• Provided the Executive elects continued welfare coverage pursuant to COBRA, the Company shall pay for a maximum of 18 months, the same percentage of the monthly premium costs for COBRA continuation coverage as it pays of the monthly premium costs for medical coverage for senior executives generally; provided that the Company may pay this amount by paying the Executive a monthly amount equal on an after-tax basis to such amount. The Company shall gross up and reimburse Executive for $2,131.81 paid for the first month of continuation coverage.

• A non-accountable allowance of $30,000 for reasonable outplacement services incurred during the 2 year period following the Termination Date.

• Reimbursement of Executive’s out of pocket legal expenses in connection with this Agreement, the termination of his employment, and negotiation of other potential agreements or arrangements in connection with such termination.

• Executive will retain possession of 2 laptops (Lenovo T440 and Dell XPS 13), Nokia Lumia 1520 Phone, iPad Air 2, and a docking station, monitor, keyboard and mouse.

• Assistance from the Company, as reasonably requested, to provide Executive with copies of his personal contacts and emails from the Company server.

• Transfer of Executive’s personal effects from his Company office.

SCHEDULE B

GENERAL RELEASE

I, Jeffrey Yordon, in consideration of and subject to the performance by Sagent Pharmaceuticals, Inc. (together with its subsidiaries, “Employer”), of its obligations under the Employment Agreement dated as of January 20, 2011 (the “Agreement”), do hereby release and forever discharge as of the date hereof the Employer and its respective affiliates and all present, former and future managers, directors, officers, employees, successors and assigns of the Employer and its affiliates and direct or indirect owners (collectively, the “Released Parties”) to the extent provided below (this “General Release”). The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.

1. I understand that any payments or benefits paid or granted to me under Section 9 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive certain of the payments and benefits specified in Section 9 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Employer or its affiliates.

2. Except as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement which expressly survive the termination of my employment with the Employer, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Employer and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Employer or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Employer (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of Employer; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”).

3. I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph (ii) above.

4. I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Employer in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

5. I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving (i) any right to the benefits or any severance benefits to which I am entitled under the Agreement or (ii) any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification under the Employer’s organizational documents or otherwise.

6. In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Employer would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Employer, or in the event I should seek to recover against the Employer in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph (ii) above as of the execution of this General Release.

7. I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Employer, any Released Party or myself of any improper or unlawful conduct.

8. I agree that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone.

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9. Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization or any governmental entity.

10. I hereby acknowledge that this General Release does not affect the enforceability of any provisions of the Agreement intended to apply after the termination of my employment.

11. I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

12. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Employer or by any Released Party of the Agreement after the date hereof.

13. Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

(i) I HAVE READ IT CAREFULLY;

(ii) I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

(iii) I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

(iv) I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

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(v) I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT, AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED 21 -DAY PERIOD;

(vi) I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

(vii) I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

(viii) I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE EMPLOYER AND BY ME.

EMPLOYEE: /s/ Jeffrey Yordon Jeffrey Yordon Dated: May 4, 2015

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EX-10.2

Exhibit 10.2

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of April 15, 2015 (the “Amendment Effective Date”), by and between Sagent Pharmaceuticals, Inc., a Wyoming corporation (“Company”) and Michael Logerfo (the “Executive” and together with the Company, the “Parties”).

WHEREAS, the Company and the Executive entered into that certain Employment Agreement (the “Agreement”), dated as of January 20, 2011, and

WHEREAS the Parties desire to amend the Executive’s position, salary and definition of certain terms as set forth in the Agreement in the manner reflected herein,

NOW THEREFORE, in consideration of the premises and mutual covenants and conditions herein, the Parties, intending to be legally bound, hereby agree as follows, effective as of the Amendment Effective Date:

1. Entity. The “Company”, as defined in the preamble of the Agreement and this Amendment, shall be amended to refer to Sagent Pharmaceuticals, Inc., a Delaware corporation.

2. Position and Duties.

The first two sentences of Section 3 of the Agreement are hereby deleted and replaced in their entirety with the following:

During the Employment Period, the Executive shall serve as the President. In such capacity, the Executive shall report exclusively to the Board; provided that, after the Company appoints a Chief Executive Officer (if anyone other than the Executive), the Executive shall report exclusively to the Company’s Chief Executive Officer.

3. Compensation and Benefits.

The first sentence of Section 5(a) of the Agreement is hereby deleted and replaced in its entirety with the following:

Commencing April 15, 2015 and extending through the balance of the Employment Period, the Employer shall pay to the Executive a base salary (the “Base Salary”) at the rate of no less than $451,900 per calendar year, less applicable deductions, and prorated for any partial year.

4. Definitions: Good Reason.

The definition of Good Reason in Section 26 of the Agreement is hereby deleted and replaced in its entirety with the following:

“Good Reason” means, unless otherwise agreed to in writing by the Executive, (i) any diminution or adverse change in the Executive’s titles; (ii) reduction in the Executive’s

Base Salary or Target Bonus; (iii) a change adverse to the Executive in the Executive’s reporting obligations; (iv) the selection by the Board of an individual, other than the Executive, for the role of Chief Executive Officer; (v) a material diminution in the Executive’s authority, responsibilities or duties or material interference with the Executive’s carrying out his duties; (vi) the assignment of duties inconsistent with the Executive’s position or status with the Employer as of the date hereof; (vii) a relocation by the Company of the Executive’s primary place of employment specified in Section 4 to a location more than 25 miles further from the Executive’s primary residence than the current location of the Executive’s primary place of employment; (viii) any other material breach of the terms of this Agreement or any other agreement that breach is not cured within ten days after the Executive’s delivery of a written notice of such breach to the Employer; (ix) any purported termination of the Executive’s employment by the Employer that is not effected in accordance with the applicable provisions of this Agreement; (x) the failure of the Employer to obtain the assumption in writing of its obligations under this Agreement by any successor to all or substantially all of the assets of the Employer within 15 days after a merger, consolidation, sale or similar transaction; or (xi) the delivery of a notice of Non-Renewal by the Employer. In order to invoke a termination for Good Reason, the Executive must terminate his employment, if at all, within 60 days of the occurrence of any event of “Good Reason”. In the event the Executive invokes a termination for Good Reason under prong (iv) above, (a) the Executive shall designate a date at least ninety (90) days in advance as the Date of Termination, and (b) the Non-Compete Period shall be reduced by ninety (90) days. .

5. Counterparts. This Amendment may be executed in one or more facsimile, electronic or original counterparts, each of which shall be deemed an original and all of which together shall constitute the same instrument.

6. Ratification and Entire Agreement. The Agreement as amended hereby shall remain in full force and effect. The Agreement as amended hereby constitutes the entire agreement between the parties respecting the employment of the Executive, there being no representations, warranties or commitments except as set forth in the Agreement as amended hereby. From and after the date of this Amendment, all references to the term “Agreement” in this Amendment or the original Agreement shall include the terms contained in this Amendment.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Agreement effective as of the Amendment Effective Date.

SAGENT PHARMACEUTICALS, INC., A WYOMING CORPORATION
By:	/s/ Jonathon M. Singer
Name:	Jonathon M. Singer
Title:	Executive Vice President and Chief Financial Officer

SAGENT PHARMACEUTICALS, INC., A DELAWARE CORPORATION
By:	/s/ Jonathon M. Singer
Name:	Jonathon M. Singer
Title:	Executive Vice President and Chief Financial Officer

/s/ Michael Logerfo

Michael Logerfo

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