Get Started for Free Contexxia identifies hard-to-find pieces of information in SEC filings. No more highlighters, no more redlining, no more poring over huge documents. BioAmber Inc. (1534287) 10-K/A published on Apr 30, 2018 at 5:11 pm
Kenneth W. Wall, 69, has served on our board of directors since August 2013. Mr. Wall previously served as BioAmbers Chief Operations Officer from October 2012 to June 2013. From 2011 to October 2012, Mr. Wall served as our Senior Vice President of Manufacturing. From 2005 to 2011, Mr. Wall was a consultant to the chemical industry. In 2004, Mr. Wall was President of Intermediates and Specialty Products business at INVISTA. Prior to 2004, Mr. Wall served in various positions at DuPont since 1974 and culminating as Vice President and General Manager of DuPonts Nylon Intermediates, Polymers and Specialties division. Mr. Walls broad experience includes roles such as Director of Integrated Operations, Director of Manufacturing, Global Business Manager, Plant Superintendent, R&D Director, Product Manager and Staff Engineer. Mr. Wall holds a Ph.D. in chemical engineering from the University of Missouri-Rolla, a Master of Science in chemical engineering from the University of Missouri-Rolla and a Bachelor of Science in chemical engineering from the University of Missouri-Rolla. We believe Mr. Walls extensive knowledge of our company and his over 39 years of experience working for and knowledge of the chemical industry qualify him to serve as a member of our board of directors.
Ellen B. Richstone, 66, has served on our Board since May 2014. Ms. Richstone was the CFO of several public and private companies between 1989 and 2012, including Rohr Aerospace (a Fortune 500 Company) and Executive VP of Darwin Scientific between June 2011 and September 2012. From 2002 to 2004, Ms. Richstone was the President and CEO of the Entrepreneurial Resources Group. From 2004 until its sale in 2007, Ms. Richstone served as the financial expert on the board of directors of American Power Conversion. Ms. Richstone currently serves on the boards of two other public companies: eMagin Corporation (NYSE: EMAN) and Superior Industries International Inc. (NYSE: SUP). She has prior experience on both public and private boards and her current private boards include the National Association of Corporate Directors-New England. She chairs the Audit Committee of eMagin. In April 2013, Ms. Richstone was given the first annual Distinguished Director Award from the Corporate Directors Group. Ms. Richstone graduated from Scripps College in Claremont California and holds graduate degrees from the Fletcher School of Law and Diplomacy at Tufts University. Ms. Richstone also completed the Advanced Professional Certificate in Finance at New York Universitys Graduate School of Business Administration and attended the Executive Development program at Cornell Universitys Business School. Ms. Richstone holds an Executive Masters Certification in Director Governance from the American College of Corporate Directors. We believe that Ms. Richstones broad industry experience in technology, industrial and cleantech along with her financial expertise and extensive governance experience qualify her to serve as a member of our board of directors.
The agreement term is indefinite. Mr. Eno may terminate the agreement at any time by giving three months written notice to the Company. In the event that Mr. Enos employment is terminated by us for any reason other than death or for cause (as defined in the agreement), he will be entitled to receive: (i) 18 months of base salary, (ii) his target bonus for such period, (iii) immediate vesting and exercisability of stock options that would have vested within 12 months of the date of termination had he remained employed by us and (iv) continuation of his fringe benefits for 12 months following termination. In lieu of the foregoing, if Mr. Enos employment is terminated by us for any reason other than due to his death or for cause within six months following a change in control, he will be entitled to receive: (i) 24 months of base salary (ii) his target bonus for such period, (iii) immediate vesting and exercisability of all stock options and (iv) continuation of his fringe benefits for 18 months following termination. Pursuant to the agreement, Mr. Eno is subject to non-solicitation of employees and noncompetition covenants that apply for 12 months following termination.
James Millis. Mr. Millis entered into an employment agreement with our wholly-owned Canadian subsidiary on August 1, 2010. Pursuant to the employment agreement, Mr. Millis serves as our Chief Technology Officer, is entitled to an annual base salary of USD $330,000 and is eligible to earn a cash bonus targeted at 40% of base salary. In addition, in the event of a change in control transaction, Mr. Millis may elect, if so requested by the Company, to either (A) continue as an employee on terms at least as advantageous as those in the employment agreement for at least one year following such transaction, or (B) agree to a noncompetition covenant with the acquiring entity for one year following such transaction.
The agreement term is indefinite. Mr. Millis may terminate the agreement at any time by giving six months written notice to the Company. In the event that Mr. Millis employment is terminated by us for any reason other than for cause (as defined in the agreement) or as a result of death or disability, he will be entitled to receive a severance payment in lieu of notice of an amount equal to 12 months base salary (or 24 months base salary if such termination occurs within 12 months before or after a change of control transaction). In addition, if Mr. Milliss employment is terminated by us for any reason other than for cause or if his employment terminates upon his death, any stock options and restricted stock outstanding will immediately vest in full (and such options will be exercisable for three years thereafter). Pursuant to the agreement, Mr. Millis is subject to a post-termination confidentiality covenant for 10 years, as well as is subject to non-solicitation of employees and noncompetition covenants that apply for 12 months following termination (which we may increase to 24 months if Mr. Millis resigns for any reason, in which case we will pay Mr. Millis an amount equal to 12 months base salary).
The agreement term is indefinite. Mr. Settino may terminate the agreement at any time by giving three months written notice to the Company. In the event that Mr. Settinos employment is terminated by us for any reason other than death or for cause (as defined in the agreement), he will be entitled to receive: (i) twelve months base salary, (ii) his target bonus for such period, (iii) immediate vesting and exercisability of stock options that would have vested within 12 months of the date of termination had he remained employed by us and (iv) continuation of his fringe benefits for 12 months following termination. In lieu of the foregoing, if Mr. Settinos employment is terminated by us for any reason other than due to his death or for cause within six months before or following a change in control, he will be entitled to receive: (i) 18 months of base salary (ii) his target bonus for such period, (iii) immediate vesting and exercisability of all stock options and (iv) continuation of his fringe benefits for 12 months following termination. Pursuant to the agreement, Mr. Settino is subject to nonsolicitation and noncompetition covenants that apply during his employment and for 12 months following termination.