Amendments to Employment Arrangements
On February 10, 2020, the Compensation Committee of the Board of Directors of X4 Pharmaceuticals, Inc. (the Company) reviewed the Companys existing employment arrangements as part of its ongoing evaluation of the Companys executive compensation programs. After its review, the Compensation Committee decided that it was in the best interests of the Company and its stockholders to make modifications to such arrangements in order to update its severance and change of control protection arrangements with certain eligible executives after reviewing current market practices related to severance arrangements and benefit levels related thereto both in connection with and in the absence of a change of control of the Company.
The Compensation Committee ap proved the material terms for amendments to the existing employment arrangements between the Company and Paula S. Ragan, Ph.D., the Companys President and Chief Executive Officer, and between the Company and Adam S. Mostafa, the Companys Chief Financial Officer and Treasurer. These amendments modify certain of the provisions of Dr. Ragans and Mr. Mostafas employment agreements, respectively, related to severance and change of control arrangements.
Under this amendment to Dr. Ragans amended and restated executive employment agreement, in the event of termination of Dr. Ragans employment by the Company without Cause or by Dr. Ragan with Good Reason (as such terms are defined in Dr. Ragans employment agreement) within twelve (12) months of a Change of Control of the Company (as such term is defined in Dr. Ragans amended and restated executive employment agreement), Dr. Ragans severance period shall be increased to an eighteen (18) month period from the date of termination. Such severance period reflects an increase from the prior twelve (12) month period.
Under this amendment to Mr. Mostafas amended and restated executive employment agreement, in the event of termination of Mr. Mostafas employment by the Company without Cause or by Mr. Mostafa with Good Reason (as such terms are defined in Mr. Mostafas employment agreement) within twelve (12) months of a Change of Control of the Company (as such term is defined in Mr. Mostafas amended and restated executive employment agreement), Mr. Mostafas severance period shall be increased to a twelve (12) month period from the date of termination. Such severance period reflects an increase from the prior six (6) month period.
Additionally, under these amendments, in the event of a termination by the Company without Cause or
by Dr. Ragan or Mr. Mostafa, respectively, with Good Reason following a Change of Control, each of Dr. Ragan and Mr. Mostafa shall be entitled to receive 100% of her or his Annual Bonus (as such term is defined in Dr. Ragans or Mr. Mostafas respective employment agreement) for the calendar year in which the termination occurs, rather than a pro-rata portion of such Annual Bonus based on the period worked during such calendar year prior to termination.
The Compensation Committee also approved the framework for severance and change of control arrangements for certain eligible executives, who are defined to be an employee of the Company having the position of Senior Vice President or higher. These severance benefits will not be applicable to certain executive officers, including Dr. Ragan and Mr. Mostafa, who have separate individual severance and change of control benefits contained in their employment arrangements.
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.
X4 PHARMACEUTICALS, INC.
Date: February 13, 2020
/s/ Derek Meisner
General Counsel and Secretary
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