SEC Filings

S-1
AVEXIS, INC. filed this Form S-1 on 01/15/2016
Entire Document
 

Table of Contents

pursuant to his employment agreement, in 2015 we paid Dr. Nagendran a monthly relocation allowance of $3,500, totaling $12,483, to offset the cost of his housing and ground transportation in connection with his relocation to Chicago. See "—Employment Agreements—Dr. Nagendran."

Employment Agreements

          We have entered into employment agreements with our named executive officers and each of our current executive officers. The key terms of the agreements are described below. For a discussion of the severance pay and other benefits provided in connection with a termination of employment of these individuals, please see "— Payments Upon Termination or Change in Control" below.

Mr. Carbona

          We entered into an employment agreement with Mr. Carbona, our former Chief Executive Officer, in August 2014. The employment agreement provided for an initial term of employment for up to three years, unless terminated earlier by him or by us with or without cause. Under the terms of the agreement, Mr. Carbona was entitled to receive an annual base salary of $200,000, as such amount could be increased, but not decreased, from time to time by our board of directors. The board of directors subsequently approved an increase in Mr. Carbona's annual base salary to $275,000, effective as of November 1, 2014. Mr. Carbona was also entitled to a valuation bonus of $500,000 if the value of our listed class of capital stock equaled or exceeded $58.64 per share for 90 consecutive trading days leading up to and including the last trading day of a calendar year during the term of his employment agreement, and an additional valuation bonus of $625,000 (less any valuation bonus previously paid to him) if the value of our listed class of capital stock equaled or exceeded $87.95 per share for 90 consecutive trading days leading up to and including the last trading day of a calendar year during the term of his employment agreement. In the event the aforementioned milestones were achieved, the total aggregate valuation bonus to which Mr. Carbona could have been entitled was capped at $625,000 under the terms of the employment agreement. However, none of the above bonus milestones were achieved during the term of Mr. Carbona's employment with us, and he did not receive any valuation bonus payments. The employment agreement also empowered the board of directors to grant, in its sole discretion, additional bonuses from time to time to Mr. Carbona. Mr. Carbona's agreement contained confidentiality, non-competition and non-interference obligations that survived the termination of his employment.

Mr. Nolan

          We entered into an employment agreement with Mr. Nolan, our current Chief Executive Officer, in June 2015. Pursuant to the terms of his employment agreement, Mr. Nolan's employment is at will and may be terminated at any time by us or Mr. Nolan. Under the terms of the agreement, Mr. Nolan is entitled to receive an annual base salary of $400,000 and an annual target bonus of 45% of his annual base salary based upon our board of directors' assessment of Mr. Nolan's performance and our attainment of targeted goals as set by the board of directors in their sole discretion. In accordance with the agreement, Mr. Nolan was also granted an option to purchase 535,000 shares of our common stock on June 10, 2015. 25% of the shares subject to the option vest on June 8, 2016 (the first anniversary of Mr. Nolan's commencement of employment) and the remaining shares vest in 36 equal monthly installments thereafter, subject to Mr. Nolan's continued service and subject to partial or full acceleration in the event of a sale event, as defined in Mr. Nolan's agreement. Pursuant to his agreement, Mr. Nolan also entered into a confidentiality, inventions assignment, non-competition and non-solicitation agreement with us.

153



© AveXis, Inc. All Rights Reserved.