UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 May 9, 2024, upon approval and recommendation of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Liquidia Corporation (the “Company”), the Board approved an amendment and restatement of the Liquidia Corporation Executive Severance and Change in Control Plan (the “Amended and Restated Severance Plan”), which provides for severance benefits to certain key employees, including our named executive officers, upon certain types of qualifying termination events.
The Amended and Restated Severance Plan supersedes all prior plans, agreements including employment agreements in effect on or prior to the effective date of the Amended and Restated Severance Plan, or other arrangements for severance benefits or for enhanced severance payments whether or not before, on or after a Change in Control, effective as of the effective date of the Amended and Restated Severance Plan, except as specifically provided under the Amended and Restated Severance Plan or as specifically provided under future employment agreements. Under the Amended and Restated Severance Plan, a Participant is designated by the Committee as a Tier 1 Participant, a Tier 2 Participant, a Tier 3 Participant, or a Tier 4 Participant, as specified in the individual Participation Agreement. Upon an Involuntary Termination outside of a Change in Control Period (defined below), a Participant is eligible to receive the following severance: (a) all Accrued Obligations; (b) (i) for the Tier 1 Participant, 18 months Base Salary paid over an 18-month period in substantially equal installments in accordance with the Company’s normal payroll schedule; (ii) for the Tier 2 Participant, 12 months Base Salary paid over a 12-month period in substantially equal installments in accordance with the Company’s normal payroll schedule; (iii) for the Tier 3 Participant, 9 months Base Salary paid over a 9-month period in substantially equal installments in accordance with the Company’s normal payroll schedule; and (iv) for the Tier 4 Participant, 6 months Base Salary paid over a 6-month period in substantially equal installment in accordance with the Company’s normal payroll schedule; (c) for the Tier 1 Participant only, the Target Annual Incentive; and (d) employer-portion of COBRA monthly premiums for a period of (i) 18 months for the Tier 1 Participant; (ii) 12 months for the Tier 2 Participant; (iii) 9 months for the Tier 3 Participant; and (iv) 6 months for the Tier 4 Participant, provided that the Participant timely elects to continue such COBRA benefits and remains eligible for such benefits under applicable law.
Pursuant to the Amended and Restated Severance Plan, upon an Involuntary Termination that occurs within the Change in Control Period (which is the period beginning three months prior to the Change in Control and ending twelve months after the Change in Control), a Participant is eligible to receive the following severance: (a) all Accrued Obligations; (b) (i) for the Tier 1 Participant, 24 months of Base Salary and Target Annual Incentive; (ii) for the Tier 2 Participant, 12 months Base Salary and Target Annual Incentive; (iii) for the Tier 3 Participant, 9 months Base Salary and Target Annual Incentive; and (iv) for the Tier 4 Participant, 6 months Base Salary and Target Annual Incentive, provided that (i) through (iv) shall be paid no more than sixty days after the Termination of Employment; (c) 100% of the unvested portion of the Participant’s outstanding equity shall become vested; and (d) a lump sum COBRA payment in an amount equal to the product of (i) the excess of COBRA monthly premium rate over the active employees’ monthly premium rate multiplied by (ii) (A) 24 months for the Tier 1 Participant; (B) 12 months for the Tier 2 Participant; (C) 9 months for the Tier 3 Participant; or (D) 6 months for the Tier 4 Participant.
The preceding summary of the terms of the Amended and Restated Severance Plan is qualified in its entirety by reference to, and should be read in connection with, the complete copy of the Amended and Restated Severance Plan, a copy of which has been filed as Exhibit 10.1 hereto and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d)
| Exhibit No. |
Exhibit | |
| 10.1 | Liquidia Corporation Amended and Restated Executive Severance and Change in Control Plan | |
| 104 | Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document). |
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.
| May 14, 2024 | Liquidia Corporation | ||
| By: | /s/ Roger Jeffs | ||
| Name: | Roger Jeffs | ||
| Title: | Chief Executive Officer | ||