UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported):
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November 7, 2014
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TransEnterix, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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0-19437
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11-2962080
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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635 Davis Drive, Suite 300, Morrisville, North Carolina
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27560
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
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919-765-8400
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Not Applicable
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Former name or former address, if changed since last report
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Richard Mueller, the Chief Operating Officer of TransEnterix, Inc. (the "Company") resigned from the Company. His last day of employment is November 7, 2014.
In connection with Mr. Mueller’s resignation, Mr. Mueller and the Company entered into a Separation Agreement and General Release (the "Separation Agreement"). Under the Separation Agreement, the Company will provide Mr. Mueller with cash severance and an extension of the period in which he can exercise vested stock options for six months following his termination date. The Separation Agreement also includes a release of employment claims and sets forth certain confidentiality, non-solicitation and non-competition covenants applicable following termination of employment.
The foregoing is a summary of the Separation Agreement. The Separation Agreement is attached to this Form 8-K as Exhibit 10.1 and its terms are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
10.1 Separation Agreement and General Release, effective November 7, 2014, by and between TransEnterix, Inc. and Richard Mueller.
SIGNATURES
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.
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TransEnterix, Inc.
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November 7, 2014
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By:
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/s/ Joseph P. Slattery
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Name: Joseph P. Slattery
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Title: EVP and Chief Financial Officer
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Exhibit Index
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Exhibit No.
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Description
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10.1
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Separation Agreement and General Release, effective November 7, 2014, by and between TransEnterix, Inc. and Richard Mueller.
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EXHIBIT 10.1
SEPARATION AGREEMENT AND GENERAL RELEASE
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the Agreement) is made and entered into this
29th day of October, 2014, by and between TRANSENTERIX, INC., a Delaware corporation with its
principal place of business in Research Triangle Park, North Carolina (Employer) and Richard
Mueller (Employee).
W I T N E S S E T H:
WHEREAS, Employee is currently employed by Employer as Chief Operating Officer, pursuant to
that certain offer letter fully executed as of December 21, 2010 (the Offer Letter) and that
certain Employment, Confidential Information, Non-Competition And Invention Assignment Agreement
executed by Employee on January 12, 2011 (the Employee Obligations Agreement); and
WHEREAS, in the course of reorganizing and restructuring Employers operations, Employer and
Employee have discussed a separation incentive for Employee; and
WHEREAS, in recognition of Employees contributions to Employers operations, Employer and
Employee have reached an agreement concerning certain matters as contained in this Agreement, and
desire to set forth the terms and conditions of their agreement in writing.
NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good
and valuable considerations, the receipt and sufficiency of which hereby are acknowledged, the
Employer and Employee agree as follows:
1. SEPARATION. Employee has submitted his resignation to Employer, and Employer has
accepted such resignation. Employees employment with Employer shall terminate on November 7, 2014
(the Separation Date), and Employee thereafter shall have no further authority as an employee or
agent of Employer. Employee specifically recognizes and agrees that this Agreement is a full and
complete resolution, settlement, and termination of any rights or claims that Employee may have
had, or alleges to have had, to any further employment with Employer, its subsidiaries or
affiliates, following the Separation Date. As of the Separation Date, the Offer Letter is fully
terminated and of no force and effect.
2. SALARY, VACATION PAY AND BENEFITS.
A. On the next regular payday following the Separation Date, Employer shall pay to Employee
Employees normal salary, less normal deductions and withholdings, through the Separation Date.
Employer also shall pay Employee for any accrued but unused vacation, less normal deductions and
withholdings, calculated as of the Separation Date (such amount being paid on the regular payday
following the Separation Date).
B. If Employee is currently participating in Employers group health insurance plans, to the
extent provided by the federal COBRA law or, if applicable, state insurance laws, and by Employers
current group health insurance policies, Employee will be eligible to continue his group health
insurance benefits.
3. CONSIDERATION. For and in Consideration of the provisions of Paragraph 5 (Covenant
of Good Faith and Confidentiality), Paragraph 6 (Covenant of Nondisclosure), Paragraph 7 (General
Release), Paragraph 10 (Survival of Protections), and the other terms and conditions of this
Agreement, and subject to the limitations stated herein, Employer agrees to provide the following
Consideration to Employee, the sufficiency of which is accepted by Employee:
(a) Cash Severance. Beginning on the first regular payday following the Effective
Date (as defined in Paragraph 7(D)), as severance compensation, Employer shall continue to pay
Employees annual salary as of the Separation Date on a bimonthly basis, less normal deductions and
withholdings through May 7, 2015 (for purposes of clarity, the severance amount shall be the
Employees bimonthly base salary, less normal deductions and withholdings, for the period from
November 8, 2014 through May 7, 2015) (the Severance Period);
(b) COBRA Premiums. If Employee elects COBRA coverage, Employer shall pay to the
insurer the applicable COBRA premiums during the Severance Period; provided, however, if Employee
becomes covered by alternative health insurance coverage during the Severance Period, Employers
obligation under this Paragraph 3(b) shall cease; and
(c) Stock Option Exercise Period. As authorized by the Compensation Committee of the
Employers Board of Directors on October 21, 2014 and subject to compliance with Paragraph 4
herein, the period in which Employee may exercise any vested stock options held by Employee on the
Separation Date is extended until May 7, 2015, the end of the Severance Period.
(d) Consideration. The cash and stock-based severance compensation provided to
Employee by Employer pursuant to Paragraph 3(a), 3(b) and 3(c) collectively shall be known as the
Consideration.
4. SALE OF SHARES. Other than pursuant to the Employees current 10b5-1 Pre-Arranged
Trading Plan dated August 19, 2014, Employee shall not sell any shares of the Employers common
stock in open market or private sale transactions, or otherwise transfer, gift or sell any shares
of Employers common stock prior to February 7, 2015 without the prior written approval by the
Employer.
5. COVENANT OF GOOD FAITH AND CONFIDENTIALITY. Employee and Employer mutually agree
that neither party will communicate to any person or persons any information or opinion which could
be construed as a negative comment about the other, or which may have the effect of placing either
party in a negative or unflattering light. Employee and Employer also agree not to criticize or
make any disparaging or defamatory remarks about the other party. Employer agrees that it will
respond to all inquiries about Employee, to the extent that such inquiry is properly directed to
Employers human resources department, in accordance with its policy of providing only the dates of
Employees employment and the position held by Employee; provided, however, that Employer may
disclose information regarding Employees performance as required by applicable federal or state
law or regulation. Nothing herein shall limit Employers obligation or ability to respond to any
lawful request for information regarding Employees employment with Employer which Employer may
receive from a state or federal government agency, department or office.
All of the terms and conditions of this Agreement shall be held in strictest confidence by
Employer and Employee and shall not be disclosed by either party to any third party without the
prior written consent of the other party, except that Employee may discuss this Agreement with
Employees immediate family and/or to legal or accounting professionals or financial or regulatory
institutions or as required by federal or state laws or regulations, on a need to know basis for
the information required for a particular purpose only, or by Employee or Employer to enforce the
terms and conditions of any agreement between them.
6. COVENANT OF NONDISCLOSURE. During the course of Employees employment with
Employer, Employee has been given and has obtained various trade secret, proprietary and other
confidential information concerning Employer, its subsidiaries and affiliates, the shareholders,
directors, officers, associates, employees, and agents of said entities, and their customers,
customer lists, customer contacts, prospective customers, services, trade secrets, proprietary
information, personnel information, financial information, business strategies, strategic plans,
research and development plans, product pipeline information, regulatory filings, and other
information concerning their business (collectively, the Information), all of which constitute
valuable assets and privileged information of Employer, which Information is particularly sensitive
due to the fiduciary responsibilities and public trust inherent in Employers business. Employer
and Employee acknowledge that Employer has invested, and shall continue to invest, considerable
amounts of time, effort, and resources in developing such valuable assets and Information, and that
use of or disclosure by Employee of such assets and Information to the public or to any other
person or entity, regardless of how insignificant such assets or Information may seem, would cause
irreparable harm, damage, and loss to Employer.
To protect Employer from Employees use, disclosure, or exploitation of customer contacts and
the Information, Employee agrees that Employee shall not, directly or indirectly, at any time after
the Separation Date, for any reason, reveal, divulge, disclose, or communicate to any person,
corporation, firm, or other entity or to any shareholder, director, officer, partner, member,
manager, employee, agent, or associate of any such person, corporation, firm, or other entity, any
confidential, sensitive, or personal information, proprietary information, trade secret, or other
information whatsoever, including but not limited to the Information, about or received by Employee
from Employer or its subsidiaries or affiliates, developed or received by Employee during
employment with Employer or its subsidiaries or affiliates, or developed or received by Employee
during the course of Employees association with Employer or its subsidiaries or affiliates,
relating to the business affairs of Employer or its subsidiaries or affiliates, or the business or
personal affairs of the shareholders, directors, officers, associates, employees, agents, or
attorneys of said entities, including, without limitation, information concerning customer and
prospective customer records, personnel information, ideas, proprietary information, methods,
marketing investigations, surveys, research, Employers business plans, strategies, product
pipeline, regulatory filings, research and development efforts, and other like or similar
information, unless required to do so by law or by a court of competent jurisdiction. Employee
shall not use the Information in any manner including but not limited to any manner which could
operate to the detriment of Employer, its subsidiaries or affiliates, or the principals,
shareholders, directors, officers, associates, or employees of said entities, particularly in any
manner competitive with Employer, in any unlawful manner, or to interfere with or attempt to
terminate or otherwise adversely affect any business relationship of Employer with a customer.
7. GENERAL RELEASE.
A. Except for Employees specific contractual rights and benefits under this Agreement,
Employees vested rights (if any) in Employers benefit or retirement plans, and Employees
eligibility to continue certain group insurance coverage pursuant to Employees rights under the
provisions of state law and/or COBRA, and except as prohibited by law, Employee hereby releases,
acquits, quitclaims, and discharges Employer, any subsidiaries or affiliates of Employer, and their
respective successors and assigns, and the shareholders, directors, officers, associates,
employees, agents, attorneys, benefit plans, and plan administrators of all of said entities, and
their respective successors and assigns (collectively, the Releasees), from any and all claims,
demands or liabilities whatsoever, whether known or unknown, which Employee ever had or may now
have against Releasees, from the beginning of time to the date of this Release. This Release
includes, without limitation, any claims, demands or liabilities relating to or arising out of
Employees employment with Employer or separation of employment with Employer, including wrongful
discharge, breach of express or implied contract, unpaid wages, or pursuant to any federal, state,
or local employment laws, regulations, ordinances, or executive orders prohibiting inter
alia, age, race, color, sex, national origin, religion, handicap, marital status, familial
status, sexual orientation, and disability discrimination, such as the Age Discrimination in
Employment Act, as amended (ADEA), 29 U.S.C. § 621 et seq., Title VII of the Civil Rights Act of
1964, Sections 1981 through 1988 of Title 42 of the United States Code, the Civil Rights Act of
1866, the Equal Pay Act, 29 U.S.C. § 206; the Employee Retirement Income Security Act of 1974, as
amended (ERISA) 29 U.S.C. § 1001 et seq. (non-vested rights), the Americans with Disabilities Act
of 1990, the Rehabilitation Act of 1973, the Immigration Reform and Control Act, the Family and
Medical Leave Act, the Fair Labor Standards Act, as amended, 29 U.S.C. § 201 et seq., the National
Labor Relations Act, 29 U.S.C. §§ 151 et seq., the Worker Adjustment and Retraining Notification
Act (WARN), 29 U.S.C., § 2101 et seq., the Occupational Safety and Health Act, as amended, the
North Carolina Whistleblower Statute (N.C. Gen. Stat. §§ 95-28.1), the North Carolina Equal
Employment Practices Act (N.C. Gen. Stat., Ch. 143, §§ 143-422.1 to 143-422.3), the North
Carolina Persons with Disabilities Protection Act (N.C. Gen. Stats, Ch. 168A-1, et. seq.) the North
Carolina Law Prohibiting Discrimination Based on Sickle Cell Trait (N.C. Gen. Stat., Ch. 95, §
95-28.1), the North Carolina Human Relations Commission Bias Law, the North Carolina and Federal
Constitutions; and any and all other applicable federal, state, and local laws and regulations
prohibiting, without limitation, discrimination in employment, retaliation, conspiracy, tortious or
wrongful discharge, breach of an express or implied contract, breach of a covenant of good faith
and fair dealing, intentional and/or negligent infliction of emotional distress, defamation,
misrepresentation or fraud, negligence, negligent supervision, hiring, or retention, assault,
battery, detrimental reliance, or any other offense. The foregoing list is meant to be
illustrative rather than exhaustive and includes any claims for wages, and benefits with Employer,
and all subsidiaries and affiliates of Employer, including, without limitation, Employees
eligibility for further payment of any salary, commissions, vacation, personal leave, sick leave,
severance pay, incentive awards, bonuses, or any other amounts. This Release does not waive rights
or claims that may arise after this Release is executed.
B. Employee agrees that this General Release is not to be construed as an admission of
liability on the part of Employer or its subsidiaries or affiliates, and acknowledges that Employer
has denied and denies any violation of any law and any liability. Employee affirms that Employee
has reported all hours worked as of the date Employee signs this Agreement and Employee will be
paid all compensation, wages, bonuses, commissions, and/or benefits to which Employee may be
entitled consistent with Paragraphs 2 and 3 of this Agreement. Employee also affirms that Employee
has been granted any leave to which Employee was entitled under the Family and Medical Leave Act,
the Americans with Disabilities Act, or related state or local leave or disability accommodation
laws. Employee further affirms that Employee has no known workplace injuries or occupational
diseases.
C. As part of the consideration for this Agreement, Employee agrees that, to the extent
permitted by law and except as otherwise required by law, neither Employee nor any of Employees
heirs, legal representatives, or assigns will make or file any claim, charge, or lawsuit, or
cooperate voluntarily in any investigation, lawsuit, or legal or administrative proceeding by any
individual, entity, or agency, against or involving any Releasee, for or on account of any claim
Employee may have or may have had against any Releasee in connection with Employees employment or
any other relationship with Employer, the matters referenced above, and/or the cessation of
Employees employment with Employer. Employee further agrees that, except as prohibited by law,
Employee will waive and release any and all personal damages (including but not limited to damages
relating to pain and suffering, back pay, and compensatory and/or punitive damages) resulting from
any charge filed with or investigation conducted by the Equal Employment Opportunity Commission or
any other administrative agency in connection with Employees employment or any other relationship
with Employer.
D. Pursuant to the provisions of the Older Workers Benefit Protection Act (OWBPA), which
applies to Employees waiver of rights under the Age Discrimination in Employment Act, Employee
understands and agrees that Employee is waving all rights and claims Employee has or may have
against Employer including but not limited to rights and claims under the Age Discrimination in
Employment Act, 29 U.S.C. § 621 et seq. (ADEA). Additionally, Employee acknowledges that: (i)
no rights or claims are waived by Employee that may arise from an event or transaction that occurs
after the date this Agreement is executed by Employee; (ii) Employee has been advised in writing to
consult with an attorney prior to executing this Agreement; (iii) Employee has been advised that
Employee has forty-five (45) days from Employees receipt of this Agreement, unless extended in
writing by Employer, to consider this Agreement; (iv) Employee has been advised that Employee has
seven (7) days following Employees execution of this Agreement to revoke this Agreement; and (v)
this Agreement, including the release provisions of this Agreement and those pertaining to any
right or claim under the ADEA shall not become effective or enforceable until the expiration of the
seven (7) day revocation period following Employees execution hereof has occurred without Employee
so revoking his or her execution of this Agreement(the Effective Date). Employee may, but is
not required to, sign this Agreement prior to the expiration of the forty-five (45) day period
provided for above. Employee agrees that any revisions to this Agreement, whether material or
otherwise, prior to Employees execution of this Agreement will not restart the forty-five (45) day
period provided for above. Employee acknowledges receiving the original draft of this Agreement on
October 23, 2014. If Employee decides to sign this Agreement, then the original executed Agreement
must be sent within forty-five (45) calendar days after the date Employee receives this Agreement
to Joshua Weingard, Chief Legal Officer, TransEnterix, Inc., 4400 Biscayne Boulevard, Miami,
Florida 33137 or via email to Joshua Weingard at TransEnterix. If Employee executes this Agreement
and thereafter desires to revoke his/her execution of this Agreement, then written notice of
revocation must be sent to Joshua Weingard at the same address within seven (7) days after the date
Employee executes this Agreement or to Joshua Weingard via email with a reply receipt.
8. STOCK OPTIONS. Employer and Employee recognize and agree that Employees current
outstanding stock options are as set forth in Exhibit A.
9. ENTIRE UNDERSTANDING/AMENDMENTS. Except as otherwise provided in paragraph 10
below, this Agreement, including all exhibits, attachments and schedules, contains the entire
understanding between Employer and Employee as to the matters contained herein, and no conditions
precedent or subsequent exist which are not contained herein. This Agreement may not be altered,
amended, or revoked except in a written agreement signed by Employee and Employer.
10. SURVIVAL OF PROTECTIONS.
A. Employee hereby recognizes and agrees that the terms and conditions of that the Employee
Obligations Agreement (Exhibit B) relating to the protection of Confidential Information,
Non-Competition, and Solicitation of Employees or the enforcement thereof (i.e., paragraphs 2, 3,
5, 6, 7, 8, 11 and 12) shall survive the termination of Employees employment with Employer and,
except as otherwise expressly provided for herein, remain in full force and effect. Employee
further recognizes and agrees that the terms and conditions of that certain Lock Up and Voting
Agreement dated August 13, 2013 (attached as Exhibit C) shall survive the termination of
Employees employment for the periods set forth therein. Employee hereby covenants that as of the
Separation Date, Employee: (a) has returned to Employer all documents, Information and other
property of Employer; (b) does not have any copies, notes, or abstracts of such documents,
Information or other property in Employees possession or control; (c) has not disclosed to any
third parties, including but not limited to any other employers or prospective employers, any trade
secret, confidential or other proprietary information of Employer; and (d) shall continue to comply
with the terms and conditions of the Employee Obligations Agreement (Exhibit B) relating to
the protection of Confidential Information, Non-Competition, and Solicitation of Employees.
B. With respect to the Lock-Up and Voting Agreement, dated August 13, 2013, attached as
Exhibit C, Employer hereby agrees with Employee that:
(i) stock options to acquire an aggregate of 599,545 shares of Employer common stock
are Covered Securities held by Employee under such agreement, of which there are (1) 3,000
shares of common stock acquired by Employee upon the exercise of vested stock options in
September 2014, (2) vested stock options to acquire an aggregate of 435,823 shares and (3)
unvested stock options to acquire the remaining 160,722 shares;
(ii) of the 599,545 Covered Securities, stock options to acquire 299,772 shares were
freed from such lock-up restrictions as of September 3, 2014 (of which 3,000 were exercised
by Employee in September 2014), additional stock options to acquire 149,887 stock options
will be free from such lock-up restrictions on March 3, 2015, and stock options to acquire
the remaining 149,886 shares will be free from such lock-up restrictions on September 3,
2015; and
(iii) Employer will consider all of the shares and vested stock options held by
Employee as of the Separation Date to be applied first to the September 3, 2014 release
date, and the remaining vested options (to acquire 139,051 shares) to be free from such
lock-up restrictions on March 3, 2015.
11. BINDING EFFECT. Employer and Employee recognize and agree that this Agreement is
binding upon Employer and Employee and Employees respective heirs, representatives, successors,
and assigns, as applicable. Employee further acknowledges that Employee has carefully read this
Agreement, which contains a release, that Employee has had the opportunity to have it reviewed by
an attorney, that the Agreement is written in a manner and language Employee understands, that the
only promises made to him to sign the Agreement are those stated in the Agreement, that he knows
and understands the contents hereof and voluntarily executes the same as Employees free act and
deed with the intent to be bound by the terms of this Agreement, and that the provisions contained
herein constitute the entire agreement between the parties hereto, and that the terms of this
Agreement are contractual and not a mere recital.
12. GOVERNING LAW AND VENUE/JURY TRIAL WAIVER. This Agreement is executed in the
County of Durham, State of North Carolina, and the parties hereto agree that without regard to
principles of conflicts of laws which might direct the application of the laws of another
jurisdiction, the internal laws of the State of North Carolina shall govern and control the
validity, interpretation, performance and enforcement of this Agreement. The parties hereto agree
that any action relating to this Agreement shall be instituted and prosecuted only in the state, or
if jurisdiction exists, the federal courts located in the County of Durham, State of North Carolina
and each party hereto hereby does waive any and all defenses relating to venue and jurisdiction
over the person. Each party also waives any claim that any suit, action, or proceeding brought in
the County of Durham, North Carolina has been brought in an inconvenient forum and each party
agrees that they have sufficient contacts with North Carolina to comply with North Carolinas long
arm statute and the requirements of due process. Furthermore, the parties acknowledge that a
breach of this contract will be considered a breach occurring in North Carolina. In the event any
action arising out of, based on or relating in any way to this Agreement is instituted in any court
other than the state or federal courts located in the County of Durham, North Carolina, the party
initiating such action will not object to but rather will affirmatively consent to the other
partys efforts to have such action dismissed or, if appropriate, transferred to the appropriate
state or federal court located in the County of Durham, North Carolina. EACH PARTY EXPRESSLY
WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. In
addition to any other remedies at equity or at law which may be available to Employer, Employee
agrees that Employer may, upon the posting of a bond in the amount of $1000.00 obtain temporary or
permanent injunctive relief to enforce the provisions of this Agreement without first being
required to demonstrate irreparable harm. In any action or proceeding relating to or arising out
of enforcement of this Agreement, the prevailing party shall be entitled to an award of costs as
well as attorneys fees incurred prior to the initiation of litigation, at the trial court and
appellate levels and in any proceeding to determine the right to and amount of attorneys fees to
be awarded pursuant to the terms of this paragraph.
13. SEVERABILITY. The invalidity or unenforceability of any particular provision of
this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed
in all respects as if such invalid or unenforceable provision were not contained herein.
14. ASSIGNMENT. Employer may assign this Agreement to any other corporation or entity
acquiring all or substantially all of the assets of Employer, or to any other corporation or entity
into which or with which Employer may be merged or consolidated. Upon such assignment, merger, or
consolidation, the rights of Employer under this Agreement, as well as the obligations and
liabilities of Employer herein, shall inure to the benefit of and be binding upon any and all
successors-in-interest or transferees of all or substantially all of the assets of Employer. This
Agreement is not assignable in any respect by Employee.
15. PUBLIC ANNOUNCEMENTS. Employer will provide Employee with the opportunity to
review and comment on any press release, Current Report on Form 8-K or other federal securities law
filing issued by Employer to report the Employees separation from service. Employer will provide
Employee with such documents at least 48 hours before issuance. Employer will consider any
comments Employee may have; provided, however, that securities counsel to Employer shall have final
discretion to approve any such public announcements.
16. LEGAL FEES. Employer shall reimburse Employee for legal fees incurred in
connection with the review and negotiation of this Agreement, up to a maximum of $6,000.00. Such
reimbursement shall be made within thirty days after Employee submits such documentation as
Employer may require of the fees he incurred, but not later than sixty (60) days after the
Separation Date.
17. HEADINGS. The headings appearing in this Agreement are for convenience only and
are not to be considered in interpreting this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN TESTIMONY WHEREOF, Employer has executed this Agreement in such form as to be binding and
Employee has hereunto set Employees hand and adopted as Employees seal the typewritten word
SEAL appearing beside Employees name, all effective as of the Effective Date.
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TRANSENTERIX, INC.
By: /s/ Todd M. Pope
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Todd M. Pope, President and CEO
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EMPLOYEE:
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/s/ Richard Mueller
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(SEAL) |
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Richard Mueller
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October 29, 2014
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Date of Execution by Employee
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EXHIBIT A
Employer and Employee recognize and agree that Employees current outstanding stock options as of
November 7, 2014, are as set forth below. Pursuant to the Employers Compensation Committee
approval on October 21, 2014, subject to the transfer restrictions included in Paragraph 4 of the
Agreement, Employee shall have until May 7, 2015 to exercise any options vested as of the
Separation Date. Pursuant to the terms of the applicable grant documents and the applicable stock
option plans, all unvested options shall be forfeited and returned to the Employer. The number of
stock options and the exercise prices in this Exhibit A reflect the five-for-one reverse stock
split effected by Employer on March 31, 2014.
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1) |
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Grant Date: February 9, 2011: |
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Exercise Price $0.35 per share; |
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Initial Termination Date: February 9, 2021; |
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Number of Options (ISO) Granted; 106,520; |
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Total Options Vested as of November 7, 2014 99,863; and |
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Total Unvested Options as of November 7, 2014 6,657. |
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2) |
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Grant Date: April 12, 2012; |
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Exercise Price $0.35 per share; |
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Initial Termination Date: April 12, 2022; |
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Number of Options (ISO) Granted; 463,567; |
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Total Options Vested as of November 7, 2014 319,773; and |
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Total Unvested Options as of November 7, 2014 143,794. |
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3) |
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Grant Date: April 12, 2012; |
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Exercise Price $0.35 per share; |
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Initial Termination Date: April 12, 2022; |
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Number of Options (NQ) Granted; 29,458; |
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Total Options Exercised Prior to Separation Date: 3,000; |
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Total Options Vested as of November 7, 2014 16,187; and |
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Total Unvested Options as of November 7, 2014 10,271. |
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4) |
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Grant Date: February 13, 2014; |
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Grant Price $8.00 per share; |
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Number of Options (ISO) Granted; 24,000; |
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Total Options Vested as of November 7, 2014 0; and |
|
|
|
Total Options Unvested as of November 7, 2014 24,000. |
|
5) |
|
Grant Date: February 13, 2014; |
|
|
|
Grant Price $8.00 per share; |
|
|
|
Number of Options (ISO) Granted; 40,000; |
|
|
|
Total Options Vested as of November 7, 2014 0; and |
|
|
|
Total Options Unvested as of November 7, 2014 40,000. |
2
EXHIBIT C
Lock Up and Voting Agreement dated August 13, 2013
(incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed with
the Securities and Exchange Commission on August 14, 2013)
3
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