SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 July 13, 2023, the Board of Directors of PTC Therapeutics, Inc. (the “Company”) appointed Pierre Gravier, age 38, as Chief Financial Officer, effective as of July 13, 2023. Mr. Gravier brings more than 17 years of experience as an investment banker, venture capitalist and scientist to the Company. From 2013 to July 2023, Mr. Gravier was a managing director in the healthcare group of Perella Weinberg Partners (“Perella Weinberg”), a leading independent global advisory firm. At Perella Weinberg, he focused on advising companies in the biopharmaceutical and pharmaceutical sectors on finance strategy and corporate development. From 2009 to 2013, Mr. Gravier worked as a healthcare investment banker at Barclays Capital in London. In 2008, Mr. Gravier was a Venture Capital Analyst at Société Générale Asset Management in Paris, where he focused on early-stage investments in the biotechnology sector. Mr. Gravier began his career as a Scientist at Ferring Pharmaceuticals from 2006 to 2007. Mr. Gravier holds a Master’s Degree in Finance from ESCP Business School and a Master of Science in Bioengineering from the University of Technology of Compiègne.
No arrangement or understanding exists between Mr. Gravier and any other person pursuant to which Mr. Gravier was appointed as an officer of the Company. No family relationships exist between Mr. Gravier and any director or officer of the Company. Mr. Gravier has not had a material interest in any of the Company’s transactions during the last fiscal year and will not have any such interests in any currently proposed transactions.
In connection with Mr. Gravier’s appointment, on July 13, 2023, the Company entered into an Employment Agreement (the “Agreement”) with Mr. Gravier, effective as of this same date.
The Agreement provides that Mr. Gravier will be entitled to receive an annual base salary at the rate of $525,000 and will have a target annual bonus opportunity of 45% of his annual base salary, in each case subject to adjustment. The Agreement further provides that if Mr. Gravier’s employment is terminated by the Company without cause or by Mr. Gravier for good reason, as such terms are defined in the Agreement, subject to Mr. Gravier’s execution and nonrevocation of a release of claims and compliance with his restrictive covenants, he will be entitled to receive the following severance benefits: (i) fifteen months of base salary continuation and (ii) group health insurance benefits at the same cost sharing rates (or reimbursement of the Company portion of COBRA premiums) for fifteen months following termination (subject to earlier termination). If such termination of employment occurs in the three-month period immediately prior to a change in control of the Company (a “corporate change”) or the twelve-month period immediately following a change in control of the Company, in lieu of the foregoing severance benefits, Mr. Gravier will receive the following severance benefits: (i) fifteen months of his base salary for the year in which termination occurs, payable in a lump sum, (ii) his target annual bonus for the year in which termination occurs, (iii) group health insurance benefits at the same cost sharing rates (or reimbursement of the Company portion of COBRA premiums) for fifteen months following termination (subject to earlier termination), or, at the Company’s option, a lump sum payment equal to the amount of Company contributions to Mr. Gravier’s then-current group health care premiums for the same fifteen-month period and (iv) full vesting of all outstanding time-based equity awards, with performance-based equity awards subject to the terms of the agreements evidencing such awards.
Mr. Gravier has agreed to perpetual confidentiality and assignment of intellectual property provisions and has agreed to not compete with us or solicit our customers, suppliers, employees or independent contractors during employment and for fifteen months following employment.
The foregoing description of the material terms of the Agreement for Mr. Gravier does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
On July 13, 2023, as a material inducement to his commencement of employment with the Company, Mr. Gravier received an award of 26,000 restricted stock units and an option to purchase 65,000 shares of common stock of the Company. The restricted stock units will vest in equal installments on each of the first four anniversaries of the date of grant, and the stock option will vest as to 25% of the shares underlying the option on the first anniversary of the date of grant and as to 6.25% shares underlying the option at the end of each successive three-month period thereafter, in each case generally subject to Mr. Gravier’s continued employment.
Item 9.01. Financial Statements and Exhibits.
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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.
PTC Therapeutics, Inc.
Date: July 17, 2023
/s/ Mark E. Boulding
Mark E. Boulding
Executive Vice President and Chief Legal Officer
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of July 13, 2023 (the “Effective Date”), by and between PTC Therapeutics, Inc., a Delaware corporation (the “Company”) and Pierre Gravier (as more fully specified in Schedule 1.1, “Executive”). In consideration of the mutual covenants contained in this Agreement, the Company and Executive agree as follows:
is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. Such incapacity shall be determined by a physician chosen by the Company and reasonably satisfactory to Executive (or Executive’s legal representative) upon examination requested by the Company (to which Executive hereby agrees to submit).
The term of Executive’s employment by the Company under this Agreement is referred to herein as the “Term.”
|(1)||In the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason during the Protected Period, one hundred percent (100%) of all of Executive’s outstanding unvested equity awards that are subject to solely time-based vesting conditions granted under the Company’s equity and long-term incentive plan(s) shall vest immediately and any outstanding equity awards that are subject to performance-based vesting conditions|
|shall be subject to the terms and conditions of the award agreements evidencing such awards.|
|(2)||Definition of “Protected Period”. For purposes of this Agreement, “Protected Period” shall mean the three (3)-month period immediately prior to (but only if negotiations relating to the particular Corporate Change that occurs are ongoing at the date of the notice of termination) a Corporate Change, and the twelve (12)-month period immediately following a Corporate Change that occurs during the Term.|
Any payments or other benefits otherwise due to Executive following a Change in Ownership or Control that could reasonably be characterized (as determined by the Company) as Contingent Compensation Payments (the “Potential Payments”) shall not be made until the dates provided for in this Section 4(e)(iii). Within 30 days after each date on which Executive first becomes entitled to receive (whether or not then due) a Contingent Compensation Payment relating to such Change in Ownership or Control, the Company shall determine and notify Executive (with reasonable detail regarding the basis for its determinations) (1) which Potential Payments constitute Contingent Compensation Payments, (2) the Eliminated Amount and (3) whether the Section 4(e)(ii) Override is applicable. Within 30 days after delivery of such notice to Executive, Executive shall deliver a response to the Company (the “Executive Response”) stating either (A) that he agrees with the Company’s determination pursuant to the preceding sentence or (B) that he disagrees with such determination, in which case he shall set forth (x) which Potential Payments should be characterized as Contingent Compensation Payments, (y) the Eliminated Amount, and (z) whether the Section 4(e)(ii) Override is applicable. In the event that Executive fails to deliver an Executive Response on or before the required date, the Company’s initial determination shall be final. If Executive states in the Executive Response that he agrees with the Company’s determination, the Company shall make the Potential Payments to Executive within three business days following delivery to the Company of the Executive Response (except for any Potential Payments which are not due to be made until after such date, which Potential Payments shall be made on the date on which they are due). If Executive states in the Executive Response that he disagrees with the Company’s determination,
then, for a period of 60 days following delivery of the Executive Response, Executive and the Company shall use good faith efforts to resolve such dispute. If such dispute is not resolved within such 60-day period, such dispute shall be settled exclusively by arbitration in accordance with Section 11(h) below. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Company shall, within three business days following delivery to the Company of the Executive Response, make to Executive those Potential Payments as to which there is no dispute between the Company and Executive regarding whether they should be made (except for any such Potential Payments which are not due to be made until after such date, which Potential Payments shall be made on the date on which they are due). The balance of the Potential Payments shall be made within three business days following the resolution of such dispute.
(i) directly or indirectly, whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role directly competitive with the Company’s Field of Interest (or any portion thereof) or any other business in which the Company is engaged and for which the employee has rendered services while employed by the Company, or enter into any agreement to do any of the foregoing; or
(a) Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address as follows:
If to the Company: PTC Therapeutics Inc.
100 Corporate Court South Plainfield, NJ 07080 USA
Attention: Legal Department Telephone: (908) 222-7000
With an email copy to: firstname.lastname@example.org
If to Executive:Address on file with Company
or to such other address as a party may designate by notice hereunder, and shall be either
(i) delivered by hand, (ii) sent by overnight courier, or (iii) sent by registered or certified mail, return receipt requested, postage prepaid. All notices, requests, consents and other communications hereunder shall be
deemed to have been given either (i) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above, (ii) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (iii) if sent by registered or certified mail, on the fifth (5th) business day following the day such mailing is made.
IN WITNESS THEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
PTC Therapeutics, Inc.
/s/ Mark E. Boulding
Name: Mark E. Boulding
Title: Executive Vice President and Chief Legal Officer
/s/ Pierre Gravier
Name: Pierre Gravier
Sample Separation and Release Agreement
[Insert Employee Name]
[Insert Employee Address]
Dear [Insert Employee Name]:
In connection with the termination of your employment with PTC Therapeutics, Inc. (the “Company”) on [Termination Date], you are eligible to receive the Severance Compensation as described in Section 4(b) of the Employment Agreement executed between you and the Company on [Insert Date] (the “Employment Agreement”) if you sign and return this letter agreement to me by [Return Date - e.g., 21 days from date of receipt of this letter agreement] and it becomes binding between you and the Company. By signing and returning this letter agreement [and not revoking your acceptance], you will be agreeing to the terms and conditions set forth in the numbered paragraphs below, including the release of claims set forth in paragraph 3. Therefore, you are advised to consult with an attorney before signing this letter agreement and you may take up to [twenty-one (21) days] to do so. [If you sign this letter agreement, you may change your mind and revoke your agreement during the seven (7) day period after you have signed it by notifying me in writing. If you do not so revoke, this letter agreement will become a binding agreement between you and the Company upon the expiration of the seven (7) day period.]
If you choose not to sign and return this letter agreement by [Return Date-Same as Above] [, or if you timely revoke your acceptance in writing], you shall not receive any Severance Compensation from the Company. You will, however, receive payment for your final wages and any unused vacation time accrued through the Termination Date, as defined below. Also, regardless of signing this letter agreement, you may elect to continue receiving group medical insurance pursuant to the federal “COBRA” law, 29 U.S.C. § 1161 et seq. If you so elect, you shall pay all premium costs on a monthly basis for as long as, and to the extent that, you remain eligible for COBRA continuation. You should consult the COBRA materials to be provided by the Company for details regarding these benefits. All other benefits will cease upon your Termination Date in accordance with the plan documents.
The following numbered paragraphs set forth the terms and conditions that will apply if you timely sign and return this letter agreement and do not revoke it in writing within the seven (7) day period.
|1.||Termination Date - Your effective date of termination from the Company is [Insert Date] (the “Termination Date”).|
|2.||Release - In consideration of the payment of the Severance Compensation, which you acknowledge you would not otherwise be entitled to receive, you hereby fully, forever, irrevocably and unconditionally release, remise and discharge the Company, its affiliates, subsidiaries, parent companies, predecessors, and successors, and all of their respective past and present officers, directors, stockholders, partners, members and employees (each in their individual and corporate capacities) and agents, representatives, plan administrators, attorneys, insurers and fiduciaries (each in their capacity as it relates to Executive’s employment or the termination of such employment) (collectively, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature|
|that you ever had or now have against any or all of the Released Parties, including, but not limited to, any and all claims arising out of or relating to your employment with and/or separation from the Company, including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. § 2101 et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., and the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq., all as amended; all claims arising out of the New Jersey Law Against Discrimination, N.J. Stat. Ann. § 10:5-1 et seq., the New Jersey Family Leave Act, N.J. Stat. Ann. § 34:1 IB-1 et seq., the New Jersey Conscientious Employee Protection Act, N.J. Stat. Ann. § 34:19-1 et seq., and the N.J. Stat. Ann. § 34:11-56.1 et seq. (New Jersey equal pay law), all as amended; all common law claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and breach of contract, including without limitation, all claims arising from the Employment Agreement; all state and federal whistleblower claims to the maximum extent permitted by law; all claims to any non-vested ownership interest in the Company, contractual or otherwise; and any claim or damage arising out of your employment with and/or separation from the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; provided, however, that nothing in this letter agreement shall (i) prevent you from filing a charge with, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or a state fair employment practices agency (except that you acknowledge that you may not recover any monetary benefits in connection with any such claim, charge or proceeding); (ii) deprive you of any rights you may have to be indemnified by the Company as provided in any agreement between the Company and you or pursuant to the Company’s Certificate of Incorporation or by-laws and coverage under any applicable directors’ and officers’ liability insurance policies procured by the Company; (iii) your rights to amounts due under Section 4(b) of the Employment Agreement upon termination of employment; (iv) your right to vested accrued compensation and benefits under the Company’s plans and arrangements in accordance with the terms of such plans and arrangements; and (v) your rights as a stockholder in the Company.|
|3.||Non-Disclosure., Non-Competition, Confidential Information and Non-Solicitation and Inventions - You acknowledge and reaffirm your obligations to keep confidential and not disclose all non-public information concerning the Company with respect to Confidential Information, non-solicitation, and Inventions and its clients that you acquired during the course of your employment with the Company, as stated more fully in Sections 5 and 6 of the Employment Agreement, which remains in full force and effect.|
|4.||Return of Company Property - You acknowledge and reaffirm your obligations to the Company with respect to Company property, as stated more fully in Section 6 and 8 of the Employment Agreement. You confirm that you have returned to the Company all keys, files, records (and copies thereof), equipment (including, but not limited to, computer hardware, software and printers, wireless handheld devices, cellular phones, smartphones, tablets, etc.), Company identification, and any other Company-owned property in your possession or control and have left intact all electronic Company documents, including but not limited to those which you developed or helped to develop during your employment. You further confirm that you have cancelled all accounts for your benefit, if any, in the Company’s name, including but not limited to, credit|
|cards, telephone charge cards, cellular phone and/or wireless data accounts and computer accounts.|
|9.||Amendment and Waiver - This letter agreement shall be binding upon the parties and may not be modified in any manner, except by an instrument in writing of concurrent or subsequent date signed by duly authorized representatives of the parties hereto. This letter agreement is binding upon and shall inure to the benefit of the parties and their respective agents, assigns, heirs, executors, successors and administrators. No delay or omission by the Company in exercising any right under this letter agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion.|
|10.||Validity - Should any provision of this letter agreement be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this letter agreement.|
|11.||Resignation. You understand and agree that payment to you of the Severance Compensation herein described is conditioned upon your resignation from any other position(s) you hold with the|
|Company and any of its subsidiaries and affiliates in accordance with Section 4(d) of the Agreement.|
|12.||Confidentiality - To the extent permitted by law, you understand and agree that as a condition for payment to you of the Severance Compensation herein described, the terms and contents of this letter agreement, and the contents of the negotiations and discussions resulting in this letter agreement, shall be maintained as confidential by you and your agents and representatives and shall not be disclosed except to the extent required by federal or state law or as otherwise agreed to in writing by the Company.|
|13.||Nature of Agreement - You understand and agree that this letter agreement is a severance agreement and does not constitute an admission of liability or wrongdoing on the part of the Company.|
|14.||Acknowledgments - You acknowledge that you have been given at least [twenty-one (21) days] to consider this letter agreement, and that the Company advised you to consult with an attorney of your own choosing prior to signing this letter agreement. [You understand that you may revoke this letter agreement for a period of seven (7) days after you sign this letter agreement by notifying me in writing, and the letter agreement shall not be effective or enforceable until the expiration of this seven (7) day revocation period.] You understand and agree that by entering into this agreement, you are waiving any and all rights or claims you might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefits Protection Act, and that you have received consideration beyond that to which you were previously entitled.|
|15.||Voluntary Assent - You affirm that no other promises or agreements of any kind have been made to or with you by any person or entity whatsoever to cause you to sign this letter agreement, and that you fully understand the meaning and intent of this letter agreement. You state and represent that you have had an opportunity to fully discuss and review the terms of this letter agreement with an attorney. You further state and represent that you have carefully read this letter agreement, understand the contents herein, freely and voluntarily assent to all of the terms and conditions hereof and sign your name of your own free act.|
|16.||Protected Conduct - Nothing in this Agreement shall prohibit or restrict you, or be construed to prohibit or restrict you, from filing a charge or complaint with, reporting possible violations of any law or regulation, making disclosures to (including providing documents or other information), and/or participating in any investigation or proceeding conducted by any self-regulatory organization or governmental agency, authority or legislative body, including, but not limited to, the Securities and Exchange Commission and/or Equal Employment Opportunity Commission or as otherwise required by law.|
|17.||Applicable Law; Arbitration - This letter agreement shall be interpreted and construed by the laws of the State of New Jersey, without regard to conflict of laws provisions. You and the Company agree that any legal dispute or controversy arising out of, relating to, or concerning the formation, existence, scope, validity, enforceability or breach of this letter agreement or your employment with the Company, shall be resolved by final and binding arbitration in accordance with the JAMS Employment Arbitration Rules & Procedures (“JAMS Rules”) then in effect, and not by court or jury trial, to be held (unless the parties agree in writing otherwise) within 45 miles of and in the same state where you were last employed by the Company. The arbitrator shall be an attorney experienced in arbitrating employment law disputes or a retired judge. The JAMS Rules may be found at www.jamsadr.com or by searching for “JAMS Employment Arbitration Rules” using a service such as www.google.com. If for any reason the JAMS will not administer the arbitration, you or the Company may apply to a court of competent|
|jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral Arbitrator. You understand and agree that notwithstanding the foregoing, the Company may pursue legal or equitable relief against you in the event of a breach of a restrictive covenant as per Section 5(f) of the Employment Agreement. For the sole purpose of seeking injunctive relief or enforcing the judgment of an arbitrator, any legal action of proceeding shall by brought in the courts of the State of New Jersey or of the United States of America for the District of New Jersey. Each of you and the Company hereto irrevocably consent to the service of process of any of the aforementioned courts in such action or proceeding by mailing of copies thereof by certified mail, postage prepaid, to the party at its address set forth in Section 11(a) of the Employment Agreement.|
|18.||Entire Agreement - This letter agreement contains and constitutes the entire understanding and agreement between the parties hereto with respect to your Severance Compensation and the settlement of claims against the Company and cancels all previous oral and written negotiations, agreements and commitments in connection therewith, except as otherwise set forth herein. For example, nothing in this paragraph shall modify, cancel or supersede your obligations set forth in paragraph 3 herein.|
|19.||Tax Acknowledgement - In connection with the payments and consideration provided to you pursuant to this letter agreement, the Company shall withhold and remit to the tax authorities the amounts required under applicable law, and you shall be responsible for all applicable taxes with respect to such payments and consideration under applicable law. You acknowledge that you are not relying upon the advice or representation of the Company with respect to the tax treatment of any of the Severance Compensation set forth in Section 4 of the Employment Agreement.|
If you have any questions about the matters covered in this letter agreement, please call me at [Insert Phone Number],
Very truly yours,
I hereby agree to the terms and conditions set forth above. I have been given at least [twenty-one (21) days] to consider this letter agreement and I have chosen to execute this on the date below.
I intend that this letter agreement will become a binding agreement between me and the Company [if I do not revoke my acceptance in seven (7) days].
[Insert Employee Name]Date
To be returned to me by [Return Date-e.g., 21 days from date of receipt of this letter].
Schedule 1.1 to Executive Employment Agreement
“Executive” shall refer to Pierre Szyika-Gravier, with the understanding that the abbreviated form ‘Pierre Gravier” will be preferred in public disclosures.