The inducement grant to Mr. Brannum will consist of (i) nonqualified options to purchase 800,000 unregistered shares of the Company's common stock, with the options to have a ten-year term and an exercise price equal to the per share NASDAQ closing price for the Company's common stock on September 5, 2012, and (ii) 50,000 restricted shares of the Company's common stock. The options will be scheduled to vest in three equal tranches over a three-year period as follows: 266,666 option shares on September 5, 2013, 266,667 option shares on September 5, 2014, and 266,667 option shares on September 5, 2015. The restricted shares will be scheduled to vest as follows: 25,000 restricted shares on March 5, 2013, and 25,000 restricted shares on September 5, 2013. The vesting of the options and the restricted shares will be contingent upon Mr. Brannum's continued employment with the Company, subject to acceleration upon certain events. The options and the restricted shares will be issued pursuant to applicable private placement exemptions from the registration requirements of the Securities Act of 1933, will be non-transferable except under limited circumstances, and will be subject to the provisions of Rule 144 under the Securities Act of 1933.
As a result of Mr. Pharo's retirement, options to purchase 333,334 shares of the Company's common stock that were previously granted to Mr. Pharo will be cancelled in accordance with their terms.
CAUTIONARY INFORMATION ABOUT FORWARD LOOKING STATEMENTS
Statements in this release which are not historical in nature are intended to be, and are hereby identified as, forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995. These statements about Magellan may relate to its businesses, prospects, and other matters that involve a number of risks and uncertainties that may cause actual results to differ materially from the results expressed or implied in the forward-looking statements. Among these risks and uncertainties are: (i) whether Mr. Brannum's employment will provide a material benefit to the Company; (ii) whether Mr. Pharo will have continued involvement with the Company; and (iii) those set forth in the Risk Factors sections of Magellan's most recent 10-K and subsequent 10-Qs filed with the SEC.
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