Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced, on March 21, 2023, the board of directors of Semler
Scientific, Inc., or Semler, appointed Wayne T. Pan, M.D., Ph.D., and current
member of the board, as Semler's chief executive officer and president,
effective April 3, 2023.
Accordingly, on March 29, 2023, Semler and Dr. Pan entered into an executive
employment agreement in connection with his appointment as chief executive
officer and president as of April 3, 2023. Dr. Pan also entered into Semler's
form at-will employment, confidential information, invention assignment and
arbitration agreement. Pursuant to the employment agreement, Dr. Pan is entitled
to a base salary of $450,000 and an annual target bonus equal to 100% of his
base salary. His salary is subject to periodic review at the discretion of the
board of directors. Dr. Pan's employment has no specified term and can be
terminated at will by either party, provided however, that if Semler terminates
his employment during the first year of his employment, he will (i) continue to
receive his base salary as though he remained employed for an entire year and
(ii) receive COBRA (as defined below) reimbursements for the number of months he
is not employed by Semler during the year. Receipt of these payments and
benefits is conditioned on Dr. Pan signing and not revoking a separation and
release of claims agreement.
In the event Dr. Pan's employment is terminated other than for "Cause" or his
resignation for "Good Reason" that occurs outside the "Change in Control Period"
(as such terms are defined in his employment agreement), then Dr. Pan will be
entitled to (i) an amount equal to nine months of his base salary as in effect
immediately prior to termination of employment and (ii) nine months of
reimbursements for payments he makes to continue his health coverage under the
Consolidated Omnibus Reconciliation Act of 1985 as amended, or COBRA. Receipt of
severance payments and benefits is conditioned on signing and not revoking a
separation and release of claims agreement.
If such termination occurs within the Change in Control Period, then Dr. Pan
will be entitled to (i) an amount equal to 12 months of his base salary as in
effect immediately prior to the termination of employment and (ii) 12 months of
COBRA reimbursement payments and (iii) 100% accelerated vesting of all
then-outstanding equity awards. Receipt of severance payments and benefits is
conditioned on signing and not revoking a separation and release of claims
agreement.
Dr. Pan will remain eligible to continue to receive equity grants under Semler's
equity compensation plans, and upon commencing employment, benefits on the same
terms as other employees. As a current director, Dr. Pan is already party to
Semler's standard form indemnification agreement.
Semler intends to file a copy of Dr. Pan's employment agreement (including the
form at-will employment, confidential information, invention assignment and
arbitration agreement) as an exhibit to its Quarterly Report on Form 10-Q for
the three months ended March 31, 2023.
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