Hsiao D. Lieu, M.D., F.A.C.C. has been the Company's Vice President of Clinical Research since March 2008.
Dr. Lieu has over 13 years of experience in the biopharmaceutical/biotech industry including academic medicine (cardiology), molecular cardiology research, translational and clinical drug development including execution of large multinational Phase III clinical trials and responsibility for interactions with regulatory authorities and key opinion leaders in the U.S., Canada, and Europe.
From 2006 to 2008, Dr. Lieu was Director of Clinical Development for Portola Pharmaceuticals, Inc.
From 2003 to 2006 Dr. Lieu worked at CV Therapeutics, Inc., where he served as Director, Clinical Research and Development.
Dr. Lieu also worked as a researcher at the J. David Gladstone Institute of Cardiovascular Disease at the University of California at San Francisco ("UCSF") from 2001 to 2003 where he conducted molecular cardiology research.
Dr. Lieu currently serves as an Adjunct Assistant Clinical Professor of Medicine, Cardiology Division at UCSF.
clinical cardiology fellowship at UCSF
residency in internal medicine at Columbia University
He received his M.D. from the Albert Einstein College of Medicine with distinction in molecular biology research, and his B.A. from New York University.
Dr. Lieu is a Fellow of the American College of Cardiology.
VP, Clinical Development
Effective July 7, 2009, Dr. Lieu
transitioned to part-time (50%) employment, which reduced his
base salary to $125,000.
Dr. Lieu joined the Company in March 2008.
Consists of (i) a retention bonus of $12,000 in connection with Dr. Lieu's
transition to part-time employment, and (ii) a performance bonus in the amount of $18,750 for the period from January 1, 2009 to December 31, 2009, which was paid in January 2010.
Hsiao Lieu, M.D., F.A.C.C. - Vice President, Clinical Research
employment with us is governed by an offer letter dated February 22, 2008, as amended on March 10, 2009.
The offer letter provides for Dr. Lieu's
employment as our Vice President, Clinical Research as of March 10, 2008, on an at-will basis.
Under the offer letter, Dr. Lieu
is entitled to an annual base salary of $250,000, which was reduced by 50% to $125,000 effective July 7, 2009 in connection with Dr. Lieu's
transition to part-time (50%) employment.
In addition, Dr. Lieu
is eligible to receive an annual performance bonus of up to 30% of his
base salary upon the successful completion of annual corporate and individual milestones.
Pursuant to the offer letter, Dr. Lieu
also received a signing bonus of $42,000.
The offer letter also provides for the awarding of certain stock options to Dr. Lieu
, referred to as Employment Options, Performance Options, and Technology Options.
On March 10, 2008, Dr. Lieu
was granted Employment Options to purchase 200,000 shares of our common stock at an exercise price of $4.45, with one-fourth vesting after one year and the remainder vesting in 36 equal monthly installments thereafter.
Dr. Lieu was also granted Performance Options to purchase 100,000 shares of our common stock at an exercise price of $4.45, vesting up to one-fourth in each calendar year, or a pro-rata portion thereof for a period less than a full year, based on the successful completion of annual corporate and individual milestones as determined by our Board of Directors or its Compensation Committee.
To the extent our Board or Compensation Committee declines to vest the maximum amount of Performance Options in any given calendar year, or a pro-rata portion thereof for a period less than a full year, such unvested amount are deemed forfeited by Dr. Lieu
On January 16, 2009, the Board determined that, for the pro-rated period ending December 31, 2008, Dr. Lieu's
Performance Options would vest in the amount of 9,123 shares out of a possible 20,274 shares, resulting in the forfeiture of Performance Options to purchase 11,151 shares.
On January 19, 2010, the Board determined that, for the calendar year ending December 31, 2009, Dr. Lieu's
Performance Options would vest in the amount of 12,500 shares out of a possible 25,000 shares, resulting in the forfeiture of Performance Options to purchase 12,500 shares.
In the event that we acquire by license, acquisition or otherwise, an additional product for development that is first identified by Dr. Lieu
will receive Technology Options to purchase 50,000 shares of our common stock if the product is in pre-clinical development or 75,000 shares if the product is in human clinical trials.
Pursuant to the July 7, 2009 amendment to his
offer letter, Dr. Lieu
became entitled to a retention bonus of up to $48,000 and a 10-year option to purchase up to 150,000 shares of the Company's common stock at an exercise price of $1.14 per share, with the retention bonus becoming payable and the option award vesting in three installments based on the completion of specified clinical development milestones relating to the Phase IIa clinical trial of the Company's CD-NP product candidate.
offer letter provides that, immediately following a "change in control," all Employment Options and any subsequently granted options that vest over a period of time, and not based on performance, shall immediately vest and shall become exercisable immediately and shall remain exercisable for a period equal to the lesser of five years from the date of the change of control or ten years from the date of grant of such options.
If within the twelve-month period following a change in control, Dr. Lieu experiences a "covered termination" or a "constructive termination," and if, within 60 days of such covered termination or constructive termination, Dr. Lieu executes and does not revoke during any applicable revocation period a general release of all claims against the Company and our affiliates in a form acceptable to us, then, as a severance benefit, he shall be entitled to (i) six months of his base salary then in effect, payable in full within 30 days of his last day of employment; (ii) immediate vesting of all Performance Options (including the initial Performance Options and any subsequently granted performance-based stock options), to the extent that the shares subject to such options have not been terminated or forfeited pursuant to the option agreements, which shall become exercisable immediately and shall remain exercisable for a period equal to the lesser of five years from the date of Dr. Lieu's covered termination or constructive termination or ten years from the date of grant of such Performance Options; and (iii) a prorated portion of his maximum annual performance bonus.
The term "change of control" under the offer letter means a transaction or series of transactions (other than an offering of the Company's stock to the general public through a registration statement filed with the Securities and Exchange Commission) resulting in a single party (or group of affiliated parties) acquiring or holding capital stock of the Company representing a majority of the Company's outstanding voting power.
Notwithstanding the forgoing, neither of the following shall be considered a change of control: (i) if the stockholders prior to such transaction(s) continue to hold more than 50% of the securities or assets of the surviving or resulting company; or (ii) a private placement of our equity securities in connection with the financing of our on-going operations.
The term "covered termination" means the termination of Dr. Lieu's
employment by the Company other than for "cause," which constitutes a "separation from service" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Department of Treasury regulations and other guidance promulgated thereunder.
The term "cause" means the following conduct or actions taken by Dr. Lieu
: (i) gross negligence or willful misconduct in the performance of his
duties to the Company; (ii) repeated unexplained or unjustified absence from the Company; (iii) a material and willful violation of any federal or state law; (iv) commission of any act of fraud with respect to the Company; (v) conviction of a felony or a crime involving moral turpitude causing material harm to the standing and reputation of the Company; or (vi) a material failure to perform his
duties or to follow the instructions of our Chief Executive Officer, in each case as determined in good faith by our Chief Executive Officer.