Myriad Genetics Announces Inducement Awards

On August 14, 2020 Myriad Genetics, Inc. (NASDAQ: MYGN, "Myriad" or the "Company"), a global leader in molecular diagnostics and precision medicine, reported that in connection with the previously announced appointment of Paul J. Diaz as President and Chief Executive Officer of the Company, effective yesterday, August 13, 2020, the Company’s Board of Directors authorized the grant to Mr. Diaz of (i) a restricted stock unit award for 298,954 shares of the Company’s common stock, effective as of the first day of his employment (the "RSUs"); (ii) a performance stock unit award for 298,954 shares of the Company’s common stock, to be effective within a reasonable period of time following his first day of employment (the "PSUs"); (iii) a time-based non-qualified stock option for the purchase of 342,040 shares of the Company’s common stock, effective as of the first day of his employment (the "Time-Based Options"); and (iv) a performance-based non-qualified stock option for the purchase of 339,088 shares of the Company’s common stock, effective as of the first day of his employment (the "Performance-Based Options" and together with the RSUs, PSUs and Time-Based Options, the "Inducement Awards") (Press release, Myriad Genetics, AUG 14, 2020, View Source [SID1234563655]). The Inducement Awards are inducements material to Mr. Diaz’s entering into employment with the Company in accordance with Nasdaq listing Rule 5635(c)(4).

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The Time-Based Options and Performance-Based Options have an exercise price of $13.38 per share, the fair market value of the Company’s common stock on the date of grant. The Time-Based Options will vest as to 25% of the shares on each of the first four anniversaries of Mr. Diaz’s employment. The shares subject to the Performance-Based Options become eligible to vest upon achievement of certain stock price targets and shall vest as to one-fifth (1/5) of the shares subject to the Performance-Based Options upon achievement of each of five stock price targets, provided that no portion of the Performance-Based Options may vest earlier than the first anniversary of Mr. Diaz’s employment. The Time-Based Options and Performance-Based Options each have seven-year terms and are subject to the terms and conditions of their respective stock option agreements.

The RSUs will vest as to 50% of the shares on the first anniversary of Mr. Diaz’s employment with the remainder vesting in equal instalments on each of the second, third and fourth anniversaries of Mr. Diaz’s employment. The shares subject to the PSUs become eligible to vest upon achievement of certain performance targets for the fiscal year ending June 30, 2021. To the extent that the performance targets have been met, the PSUs will vest as to 25% of the shares on the date the performance targets are determined to have been met, with the remainder vesting in equal instalments on each of the second, third and fourth anniversaries of Mr. Diaz’s employment. The RSUs and PSUs are subject to the terms and conditions of their respective restricted stock unit agreements.