CONTEXT THERAPEUTICS INC. : Change of Directors or Principal Officers, Amendments to the Articles of Inc. or the Regulations; Change of year, other events, financial statements and supporting documents (form 8-K)
Article 5.02. Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain agents.
• receive a base salary of
$465,000per year and is eligible to receive a discretionary annual performance-based cash bonus, with a target bonus amount equal to 50% of his base salary (the "Target Bonus"). Mr. Lehr'ssalary and target bonus will be reviewed periodically by the Company's Compensation Committee or Board of Directors. • be eligible to participate in the Company's incentive plans and be eligible to participate in all of the Company's employee benefit plans available to the Company's executive employees, subject to the terms and conditions applicable to such plans. • be entitled to receive the following severance benefits if Mr. Lehr'semployment is terminated by the Company without "cause" or by Mr. Lehrfor "good reason" (each as defined in the Employment Agreement), subject to his execution and non-revocation of a release of claims and compliance with the restrictive covenants set forth in the Employment Agreement: (i) twelve months of base salary continuation, (ii) up to twelve months of continued participation by Mr. Lehrand his eligible dependents in the Company's standard group medical, vision and dental plans on substantially the same terms as such benefits are provided to active employees, and (iii) all unvested options and any other unvested incentive equity awards granted to him by the Company that are scheduled to vest within eighteen months after such termination shall immediately vest; and; provided that if such termination of employment occurs within twelve months after a "change in control," (as defined in the Employment Agreement), then Mr. Lehrshall be entitled to receive: (i) an amount equal to 150% of his annual base salary at the rate in effect on his date of termination, payable ratably over an eighteen month period, (ii) an amount equal to 100% of his Target Bonus for the fiscal year in which the Termination Date (as defined in the Employment Agreement) occurs, payable ratably over a twelve month period, (ii) up to twelve months of continued participation by Mr. Lehrand his eligible dependents in the Company's standard group medical, vision and dental plans on substantially the same terms as such benefits are provided to active employees, and (iii) all of Mr. Lehr'sthen-outstanding equity awards granted to him by the Company will become immediately vested. • be subject to restrictive covenants relating to non-disclosure of confidential information, assignment of inventions, non-competition that runs during the term of the Employment Agreement and for twelve months following Mr. Lehr'stermination of employment for any reason, and non-solicitation of employees, customers and suppliers that runs during the term of the Employment Agreement and for the same period following Mr. Lehr'stermination of employment for any reason.
In addition, the employment contract recognizes non-eligible stock options granted to
Terms of compensation for directors and officers
The above is a summary description of certain terms of the employment contract, stock option agreement and indemnity agreement and, by its nature, is not complete. It is qualified in its entirety by reference to the employment contract, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference, as well as by reference to each of the call option contracts of shares filed on the S-1. Filing Date set forth above and the Indemnity Agreement as filed on Filing Date S-1 / A set forth above, both incorporated herein by reference.
Article 5.03. Amendments to the certificate of incorporation or the articles; Change of exercise.
In connection with the closing of the Company’s initial public offering, the Company has amended and updated its amended and updated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) and has amended and updated its bylaws (the “Amended and Restated Bylaws”). The amended and updated Certificate of Incorporation was filed with the Secretary of State for
Item 8.01. Other Events
Article 9.01. Financial statements and supporting documents.
(d) Exhibits. 3.1 Amended & Restated Certificate of Incorporation of
Context Therapeutics Inc.3.2 Amended and Restated Bylaws of Context Therapeutics Inc.10.1 Amended and Restated Employment Agreement, dated October 22, 2021, between Context Therapeutics Inc.and Martin Lehr
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