UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 2, 2024, the Compensation Committee (the “Committee”) of the Board of Directors of Ocugen, Inc. (the “Company”) granted certain Performance Restricted Stock Units (the “PSUs”) to certain officers of the Company as part of the Company’s annual long term incentive equity grants, including Dr. Shankar Musunuri, the Company’s Chief Executive Officer. The PSUs will vest at the end of a three year performance period (ending on December 31, 2026) based upon the total shareholder return (“TSR”) of the Company’s common stock, par value $0.01 per share (“Common Stock”) relative to the TSR of the other companies in the Nasdaq Biotechnology Index at the beginning of the three year performance period. The maximum achievement under the PSUs is 200%, and, if actual TSR during the performance period is negative, then the maximum payout for the relative TSR performance will not exceed 100%, regardless of relative TSR performance during the performance period. Dr. Musunuri was awarded 409,836 PSUs.
The foregoing description of the PSUs does not purport to be complete and is subject to, and qualified in its entirety by, the form of Performance Restricted Stock Unit Award Agreement, which is filed and attached hereto as Exhibit 10.1, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
The following exhibits are being filed herewith:
(d) Exhibits
| Exhibit No. |
Document | |
| 10.1 | Form of Performance Restricted Stock Unit Award Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 8, 2024
| OCUGEN, INC. | ||
| By: | /s/ Shankar Musunuri | |
| Name: Shankar Musunuri | ||
| Title: Chairman, Chief Executive Officer, & Co-Founder | ||