Mr. Bologna’s prior experience includes serving as President and Chief Executive Officer of Scriptgen Pharmaceuticals, Inc., a Boston biotechnology start-up company. Before leading Scriptgen, Mr. Bologna was Chairman of the Board, President and Chief Executive Officer of Gen-Probe, Incorporated, a global leader in the development, manufacture and marketing of molecular diagnostic products. He led Gen-Probe through its initial public offering on NASDAQ and oversaw its subsequent sale to Chugai Pharmaceutical Co., Ltd. Mr. Bologna has also held senior-level positions with Becton Dickinson & Company and Warner-Lambert Company (Pfizer), two leading Fortune 500 healthcare companies. Mr. Bologna served as President of the Becton Dickinson Diagnostic Instrument Systems Division and as a Vice President of the Warner-Lambert Company.In connection with Mr. Bologna’s appointment as CEO and Chairman, Mr. Bologna and the Company have entered into an employment agreement, pursuant to which, and in reliance on NASDAQ Listing Rule 5636(c), the Company has agreed to grant him (i) a stock option to purchase 600,000 shares of the Company’s common stock, which vests monthly over 36 months from the date of grant, subject to his continued employment with the Company, (ii) a stock option to purchase 300,000 shares of the Company’s common stock, which vests in two equal installments on the first day of the 18 th and 36 th calendar months from the date of grant, subject to his continued employment with the Company, or if earlier, the date on which the 30-day trailing average closing price of the Company’s common stock equals or exceeds $1.80 and (iii) 270,000 shares of restricted common stock of the Company, which vest on the date on which the 30-day trailing average closing price of the Company’s common stock equals or exceeds $2.40. The exercise price of the stock options is $1.20 per share—the closing price of the Company’s common stock on the day prior to the date of grant. Upon a termination of employment by the Company without “cause,” by Mr. Bologna for “good reason,” or due to Mr. Bologna’s death or disability, Mr. Bologna will receive 24 months of additional vesting credit with respect to his stock options and will have up to five years in which to exercise such stock options. Upon a change in control of the Company, all of Mr. Bologna’s stock options and restricted stock awards will vest in full, and Mr. Bologna will have up to five years in which to exercise such stock options.
Response Genetics Names Thomas A. Bologna Chairman And CEO
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