Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 29, 2016, Synergy Pharmaceuticals Inc. (the “Company”) entered into a fifth amended and restated employment agreement with Gary S. Jacob, its Chief Executive Officer, which amended and restated his previous agreement dated January 7, 2015 (the “Jacob Agreement”). In the Jacob Agreement, the term of his employment agreement was extended to December 31, 2019 and a new provision was added to Dr. Jacob’s realization bonus in Section 1.5(b) that in the event the Company engages in a merger transaction or a sale of substantially all of its assets where (i) the Company’s enterprise value at the time of the merger or sale equals or exceed $2 billion and its stockholders prior to consummation of the merger or sale beneficially own less than 20% of the stock of the surviving entity after consummation of the merger, Dr. Jacob shall receive a bonus in an amount determined by multiplying the enterprise value by 4.5%.
The foregoing information is a summary of the agreement involved in the transaction described above, is not complete, and is qualified in its entirety by reference to the full text of such agreement, a copy of which will be attached as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. Readers should review such agreement for a complete understanding of the terms and conditions associated with this transaction.
SIGNATURE
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.
Dated: December 30, 2016
SYNERGY PHARMACEUTICALS INC.
By:
/s/ Gary S. Jacob
Gary S. Jacob, Ph.D.
President and Chief Executive Officer
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