Chelsea Therapeutics International 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2009
CHELSEA THERAPEUTICS INTERNATIONAL, LTD.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code (704) 341-1516
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:
(e) Effective May 1, 2009, we entered into an employment agreement with our current President and Chief Executive Officer, Simon Pedder. The new employment agreement replaces the agreement under which Dr. Pedder had been serving in the same capacity and which expired on May 1, 2009. The prior agreement was filed on May 1, 2006 with the Securities and Exchange Commission as Exhibit 10.7 to our Current Report on Form 8-K.
The new employment agreement is substantially similar to the prior agreement with the following material changes:
As with the prior agreement, the new agreement has a term of three years. The term may be extended for additional one year periods if we and Dr. Pedder agree. If either we or Dr. Pedder wish to terminate the agreement, the party wishing to terminate must provide at least 90 days prior written notice.
If Dr. Pedders employment terminates as a result of his death or disability, we will pay him or his estate his base salary for a period of one year following the date of termination and any earned but unpaid incentive bonus. If his employment is terminated by us other than for cause or by him for good reason, then subject to him executing a general release of any employment-related claims in our favor, we will pay him his base salary and any earned but unpaid incentive bonus and pay the excess COBRA premiums referenced above until the end of the term or for a period of one year after termination, whichever is longer. Notwithstanding the above, if Dr. Pedders employment is terminated by us within 90 days of the occurrence of a change of control (as defined in the agreement) and on the date of the change of control the fair market value of our common stock, in the aggregate, as reported by NASDAQ Capital Markets or otherwise as determined in good faith by our board of directors on the date of the change of control, is less than $50,000,000, then we will pay Dr. Pedder his base salary and the excess COBRA premiums until the end of the term or for a period of one year following his termination, whichever is shorter. These provisions are similar to those in the prior agreement.
As in the prior agreement, Dr. Pedder also agreed to non-compete and non-solicitation covenants during the course of and following termination of his employment.
The description of the employment agreement set forth above is not complete and is qualified in its entirety by reference to the agreement, which is attached as Exhibit 10.13 to this report and is incorporated by reference.
Dr. Pedder has served as Chelseas President and Chief Executive Officer since April 2004. Except for the new employment agreement, the only transactions between us and Dr. Pedder are his prior employment agreements. There are no family relationships between Dr. Pedder and any of our directors or executive offices.
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.