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Heron Therapeutics, Inc./DE – ‘10-Q’ for 3/31/15 – ‘EX-10.2’

On:  Friday, 5/8/15, at 3:23pm ET   ·   For:  3/31/15   ·   Accession #:  1193125-15-179414   ·   File #:  1-33221

Previous ‘10-Q’:  ‘10-Q’ on 11/6/14 for 9/30/14   ·   Next:  ‘10-Q’ on 8/7/15 for 6/30/15   ·   Latest:  ‘10-Q’ on 11/14/23 for 9/30/23   ·   4 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/08/15  Heron Therapeutics, Inc./DE       10-Q        3/31/15   38:2.1M                                   Donnelley … Solutions/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    164K 
 2: EX-10.1     Material Contract                                   HTML     20K 
 3: EX-10.2     Material Contract                                   HTML     20K 
 4: EX-10.3     Material Contract                                   HTML     15K 
 5: EX-10.4     Material Contract                                   HTML     18K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     19K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     19K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     16K 
24: R1          Document And Entity Information                     HTML     39K 
19: R2          Condensed Consolidated Balance Sheets (Current      HTML     76K 
                Period Unaudited)                                                
22: R3          Condensed Consolidated Statements of Operations     HTML     38K 
                (Unaudited)                                                      
26: R4          Condensed Consolidated Statements of Cash Flows     HTML     76K 
                (Unaudited)                                                      
34: R5          Note 1 - Business                                   HTML     31K 
20: R6          Note 2 - Basis of Presentation                      HTML     18K 
21: R7          Note 3 - Accounting Policies                        HTML     37K 
18: R8          Note 4 - Convertible Notes to Related Parties       HTML     23K 
16: R9          Note 5 - Stockholders' Equity                       HTML     79K 
35: R10         Note 6 - Income Taxes                               HTML     20K 
28: R11         Significant Accounting Policies (Policies)          HTML     52K 
27: R12         Note 3 - Accounting Policies (Tables)               HTML     23K 
31: R13         Note 5 - Stockholders' Equity (Tables)              HTML     64K 
32: R14         Note 1 - Business (Details Textual)                 HTML     24K 
30: R15         Note 3 - Accounting Policies - Equity Excluded      HTML     25K 
                From Calculation of Diluted Earnings Per Share                   
                (Details)                                                        
33: R16         Note 4 - Convertible Notes to Related Parties       HTML     66K 
                (Details Textual)                                                
23: R17         Note 5 - Stockholders' Equity (Details Textual)     HTML     94K 
25: R18         Note 5 - Stockholders' Equity - Allocation of the   HTML     24K 
                Recognized Cost (Details)                                        
29: R19         Note 5 - Stockholders' Equity - Option Valuation    HTML     26K 
                Assumptions (Details)                                            
38: R20         Note 5 - Stockholders' Equity - Option Summary      HTML     40K 
                (Details)                                                        
37: XML         IDEA XML File -- Filing Summary                      XML     49K 
15: EXCEL       IDEA Workbook of Financial Reports                  XLSX     56K 
17: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS    261K 
 9: EX-101.INS  XBRL Instance -- hrtx-20150331                       XML    390K 
11: EX-101.CAL  XBRL Calculations -- hrtx-20150331_cal               XML     53K 
12: EX-101.DEF  XBRL Definitions -- hrtx-20150331_def                XML    382K 
13: EX-101.LAB  XBRL Labels -- hrtx-20150331_lab                     XML    358K 
14: EX-101.PRE  XBRL Presentations -- hrtx-20150331_pre              XML    391K 
10: EX-101.SCH  XBRL Schema -- hrtx-20150331                         XSD     65K 
36: ZIP         XBRL Zipped Folder -- 0001193125-15-179414-xbrl      Zip     53K 


‘EX-10.2’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-10.2  

Exhibit 10.2

AMENDMENT

TO EXECUTIVE EMPLOYMENT AGREEMENT

This Amendment to the Executive Employment Agreement (this “Amendment”) by and between Heron Therapeutics, Inc. (the “Company”), and Robert Rosen (the “Executive”) is effective as of April 22, 2015.

WHEREAS, the Executive and the Company are parties to the Executive Employment Agreement dated as of May 1, 2013 (the “Original Agreement”); and

WHEREAS, the Executive and the Company desire to amend the Original Agreement as described in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants in this Amendment, the parties agree that the Original Agreement is amended as set forth below:

 

1. Section 4.4.2 shall be amended and restated in its entirety to read as follows:

4.4.2 Without Cause or With Good Reason. If the Executive’s employment shall be terminated by the Company without Cause, or by the Executive for Good Reason, the Executive shall receive the payments specified in Section 4.4.1, and, in addition, within ten days of the Executive’s delivery to the Company of a fully effective Release and Waiver in the form attached hereto as Exhibit A, within the applicable time period set forth therein, but in no event later than 45 days following termination of the Executive’s employment, the Executive shall receive the following: (i) a lump sum payment equal to the sum of the Executive’s annual base salary then in effect and the Executive’s target performance bonus then in effect, less required deductions and withholdings; (ii) accelerated time-based vesting of shares subject to all stock awards issued by the Company, for the number of shares which would have vested accordingly had the Executive continued employment with the Company for a period of 12 months after termination (for the avoidance of doubt, which shall include partial accelerated vesting of the Time-Based Shares, but not the Performance-Based Shares); and (iii) reimbursement for or continuation of payment by the Company of its portion of the health insurance benefits provided to Executive immediately prior to termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law for a period of up to 18 months from the date of termination.”

 

2. Section 4.4.3 shall be amended and restated in its entirety to read as follows:

4.4.3 Change in Control. If the Executive’s employment shall be terminated by the Company without Cause, or by the Executive for Good Reason within three months before or within 18 months following a Change in Control, the Executive shall receive the payments specified in Section 4.4.1, and, in addition, within ten days of the Executive’s delivery to the Company of a fully effective Release and Waiver in the form attached hereto as Exhibit A, within the applicable time period set forth therein, but in no event later than 45 days following termination of the Executive’s employment, the


Executive shall receive the following: (i) a lump sum payment equal to 150% of the Executive’s annual base salary then in effect, less required deductions and withholdings; (ii) the greater of the Executive’s target performance bonus then in effect, less required deductions and withholdings, or the Executive’s performance bonus paid in the year preceding the year in which termination occurs, less required deductions and withholdings; and (iii) provided that the Executive timely elects continued coverage under COBRA, the COBRA benefit for a period of up to 18 months.

Additionally, upon the close of a Change in Control transaction, the Executive will immediately vest in (i) 50% of any outstanding and unvested time-based stock awards held by the Executive at such time, and (ii) 100% of any outstanding and unvested performance-based stock awards held by the Executive at such time. The remaining 50% of the Executive’s outstanding and unvested time-based stock awards will vest upon the earlier of (i) the Executive’s termination by the Company without Cause or by the Executive with Good Reason following such Change in Control transaction, or (ii) the date that is six months following the date of closing of the Change in Control transaction, subject to the Executive’s voluntary continued employment through such date.”

 

3. Except as modified by this Amendment, the Original Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

 

Heron Therapeutics, Inc.

By: /s/ Barry Quart

Name: Barry Quart
Title: CEO

/s/ Robert Rosen

Robert Rosen

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:5/8/158-K
4/22/158-K
For Period end:3/31/15
5/1/134,  8-K
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/12/24  Heron Therapeutics, Inc./DE       10-K       12/31/23   72:10M                                    Donnelley … Solutions/FA
 3/29/23  Heron Therapeutics, Inc./DE       10-K       12/31/22   73:12M                                    Donnelley … Solutions/FA
 2/28/22  Heron Therapeutics, Inc./DE       10-K       12/31/21   74:12M                                    ActiveDisclosure/FA
 2/24/21  Heron Therapeutics, Inc./DE       10-K       12/31/20   74:12M                                    ActiveDisclosure/FA
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Filing Submission 0001193125-15-179414   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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