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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 September 28, 2022, Avadel Pharmaceuticals plc’s (the “Company”) wholly-owned subsidiary, Avadel Management Corporation, entered into amendments to the employment agreements (together, the “Amendments”) with each of Gregory Divis, the Company’s chief executive officer, Thomas McHugh, the Company’s chief financial officer and Richard Kim, the Company’s chief commercial officer.
The Amendments amend the existing employment agreements to (i) provide that the Company has discretion to make severance payments payable to such officer, in installments or a lump sum, as well as the timing of installment payments in certain circumstances, subject to compliance with applicable laws and Section 409A of the Internal Revenue Code of 1986, as amended, and (ii) modify the terms of certain restrictive covenants that each officer has agreed to be bound by, including to add an agreement not to engage in activities that are competitive with the products or services of the Company.
Mr. Kim’s Amendment also provides for “double trigger” acceleration of unvested equity awards in the case of certain employment terminations that occur within a specified period of time following a change of control.
Mr. McHugh’s Amendment also provides for (i) “double trigger” acceleration of unvested equity awards in the case of certain employment terminations that occur within a specified period of time following a change of control and (ii) that Mr. McHugh will be eligible for an annual discretionary cash incentive bonus equal to forty-five percent (45%) of his base salary (increased from forty percent (40%) of his base salary), based upon Mr. McHugh’s achievement of certain business and individual performance objectives and as determined by the Company’s compensation committee.
The foregoing descriptions of the Amendments do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendments, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2022.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|September 30, 2022||AVADEL PHARMACEUTICALS PLC|
|By:||/s/ Jerad G. Seurer|
|Name:||Jerad G. Seurer|
|Title:||General Counsel & Corporate Secretary|