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
Date
of
report (date of earliest event reported): June 25, 2008
ZIOPHARM
Oncology, Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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0-32353
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84-1475642
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1180
Avenue of the Americas, 19th Floor
New
York, NY 10036
(Address
of Principal Executive Offices) (Zip Code)
(646)
214-0700
(Registrant’s
telephone number, including area code)
(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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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.
Employment
Agreement with Mr. Richard Bagley
On
June
25, 2008, the Company entered into an employment agreement with Mr. Richard
E.
Bagley, the Company’s President and Chief Operating Officer. The agreement
becomes effective on June 25, 2008, and provides for a three-year employment
term beginning on July 1, 2008. Mr. Bagley’s employment from June 25, 2008 until
June 30, 2008 is governed by his prior agreement with the Company. Under the
new
agreement, Mr. Bagley will continue in his role as the Company’s President and
Chief Operating Officer and receive an annual base salary of $315,000, which
is
subject to increase at the discretion of the Board of Directors based on an
annual review. In addition, Mr. Bagley is eligible to receive an annual bonus
based on his performance as determined by the Board of Directors. The target
amount of the annual performance bonus is $100,000, and the actual amount to
be
received will be based on the achievement of certain performance goals to be
agreed upon by Mr. Bagley and the Board’s compensation committee for each
calendar year. Mr. Bagley is also eligible to receive an additional annual
discretionary bonus in such amount as may be determined by the Board of
Directors.
Mr.
Bagley is eligible for reimbursement of reasonable out-of-pocket expenses
incurred by him in furtherance of the business and affairs of the Company,
including reasonable travel and entertainment expenses, as well as reasonable
professional dues.
In
connection with entering into the new employment agreement on June 25, 2008,
the
Company granted Mr. Bagley an award of 60,000 options to purchase the Company’s
common stock. The stock option award will be governed by the terms of the
Company’s stock option plan, and shall vest in three equal annual installments
on June 25, 2009, June 25, 2010 and June 25, 2011.
The
new
employment agreement provides that Mr. Bagley will continue to receive his
base
salary and benefits for a period of one year if (i) he is terminated by the
Company for a reason other than death, disability or “Cause,” as that term
defined in the employment agreement, (ii) Mr. Bagley resigns for “Good Reason,”
as that term defined in the employment agreement, or (iii) Mr. Bagley’s
employment is terminated without Cause prior to and in connection with a “Change
of Control,” as that term is defined in the employment agreement, or within 18
months thereafter. In connection with any such termination, any of Mr. Bagley’s
stock options that have vested as of the date of the termination shall remain
exercisable for a period of 90 days and any unvested stock options shall be
deemed to have expired as of the date of termination. In the event of a Change
of Control, Mr. Bagley’s stock options that are scheduled to vest by the end of
the calendar year in which the Change of Control occurs shall be accelerated
and
deemed to have vested as of the date immediately preceding the Change of
Control. If Mr. Bagley’s employment is terminated as a result of his death or
disability, Mr. Bagley (or his estate, as applicable) will receive his base
salary for a period of one year and any accrued but unpaid bonus
payments.
The
employment agreement provides that Mr. Bagley will not compete with the Company,
or solicit employees, clients or customers of the Company, for twelve months
after the termination of his employment with the Company; provided, however,
that the Company will be obligated to pay Mr. Bagley his base salary if the
Company desires such non-competition and non-solicitation provisions to have
effect following expiration of the employment agreement without
renewal.
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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ZIOPHARM
Oncology, Inc.:
(Registrant)
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| Date:
June 30, 2008 |
By: |
/s/ Jonathan
J. Lewis |
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Name: |
Jonathan
J. Lewis, M.D., Ph.D. |
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Title:
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Chief
Executive Officer
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