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))
Section
1 – Registrant’s Business and Operations
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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Effective
as of September 12, 2007, Rexahn Pharmaceuticals, Inc. (the "Company") and
Tae
Heum Jeong, the Company’s Chief Financial Officer, entered into an Employment
Agreement (the "CFO Employment Agreement"), which Mr. Jeong executed on October
3, 2007. A copy of the CFO Employment Agreement is filed herewith as Exhibit
10
and incorporated herein by reference, and qualifies the following summary
of the
CFO Employment Agreement in its entirety.
The
CFO
Employment Agreement provides that Mr. Jeong will serve as Chief Financial
Officer of the Company until September 12, 2009, unless Mr. Jeong's employment
is sooner terminated due to his death or by either party as further described
below. If Mr. Jeong's employment continues beyond September 12, 2009, such
employment will become "at-will," unless the Board and Mr. Jeong agree to
an
extension of the CFO Employment Agreement in a writing.
In
exchange for his services, in addition to reimbursement for all reasonable
and
properly-documented business-related expenses incurred by him in connection
with
his services, Mr. Jeong will be paid an annual base salary of $160,000, which
will be subject to periodic review, and may be increased at the Board's sole
discretion. During his employment, Mr. Jeong will be eligible to receive
an
annual cash bonus, as determined by the Chief Executive Officer of the
Company (the "CEO") in his sole discretion, in the amount that will not exceed
50% of his annual base salary. In order to receive such cash bonus, Mr. Jeong
must be actively employed by the Company on the date on which such cash bonus
is
paid to him, which must be within 60 days after the date the CEO determines
to
award such cash bonus. Mr. Jeong, during his employment, will also be eligible
to receive awards of options to purchase shares of the Company's stock, to
be
awarded in the Board's sole discretion and in accordance with the terms of
the
Company’s Stock Option Plan (the “Plan”). In addition, Mr. Jeong will be
eligible for an additional bonus in the form of cash and/or stock that may
be
awarded in the Board's sole discretion.
The
CFO
Employment Agreement terminates immediately upon Mr. Jeong's death, or if
Mr.
Jeong incurs a "Disability" (as defined in the CFO Employment Agreement)
and the
Board, in its sole discretion, decides to terminate the CFO Employment Agreement
therefor upon written notice to Mr. Jeong. The Board may terminate Mr. Jeong's
employment with or without "Cause" (as defined in the CFO Employment Agreement)
upon written notice which must be provided at least 30 days prior to the
termination date if the Board terminates Mr. Jeong's employment without Cause
(and not as a result of a Disability). During such 30-day notice period,
the
Board has the right to withdraw any and all duties and responsibilities from
Mr.
Jeong, and to exclude Mr. Jeong from the Company's premises. Mr. Jeong may
terminate his employment with the Company upon 30 days' advance written notice
to the Board.
If
Mr.
Jeong's employment is terminated due to his death or Disability, by the Board
with Cause or by Mr. Jeong himself, the Company will pay to Mr. Jeong, within
30
days of his termination date, his then current base salary through the
termination date and his then current base salary for any accrued but unused
vacation days as of the termination date.
If
the
Company terminates Mr. Jeong's employment without Cause (and not as a result
of
a Disability and not within the one-year period immediately following a "Change
of Control" (as defined in the Plan)), the Company will pay to Mr. Jeong
(1) his
then current base salary through the termination date within 30 days of such
termination date, (2) his then current base salary for any accrued but unused
vacation days as of the termination date within 30 days of such termination
date, (3) a pro-rata portion of Mr. Jeong's bonus for fiscal year in which
the
termination occurs, within 30 days of such termination date, assuming that
Mr.
Jeong would have received a bonus for that fiscal year equaling 50% of his
then
current base salary, (4) an amount equaling his then current base salary
for a
period of 6 months within 60 days of such termination date, and (5) continued
coverage under the Company's health insurance plan for 18 months if he timely
elects to continue such coverage under applicable federal law. The Company's
obligations described in the preceding sentence are subject to the following
conditions: (i) in the case of the Company's obligations under clauses (4)
and
(5), reimbursement by Mr. Jeong and reduction by any compensation or benefits
actually earned or received by Mr. Jeong as an employee of or consultant
to any
other entity during the six-month period following the termination, and the
requirement that Mr. Jeong, in good faith, seek other employment in a comparable
position and otherwise mitigate the Company's obligations; and (ii) in the
case
of the Company's obligations under clauses (3), (4) and (5), Mr. Jeong's
execution of a customary general release in a form satisfactory to the
Company.
If
Mr.
Jeong's employment is terminated by the Board without Cause (and not as a
result
of death or a Disability) with such termination date falling within the one-year
period immediately following a Change of Control, the Company will pay to
Mr.
Jeong the termination compensation and benefits subject to the conditions
as
described in clauses (1), (2), (3) and (5) of the first sentence of the
preceding paragraph. In addition, the Company will pay to Mr. Jeong an amount
equaling his then current base salary for a period of one year, within 60
days
of such termination date, subject to reimbursement by Mr. Jeong and reduction
by
any compensation or benefits actually earned or received by Mr. Jeong as
an
employee of or consultant to any other entity during the one-year period
following the termination date, whichever is applicable, the requirement
that
Mr. Jeong, in good faith, seek other employment in a comparable position
and
otherwise mitigate the Company's obligations and Mr. Jeong's execution of
a
customary release in a form satisfactory to the Company.
Mr.
Jeong
is restricted from soliciting employees or customers of the Company during
and
for 12 months after the employment period.
To
the
extent that any amount payable to Mr. Jeong described above constitutes an
amount payable under a "nonqualified deferred compensation plan," as defined
in
Section 409A, following a "separation from service," as defined in Section
409A,
such payment will not be made until the date that is six months following
Mr.
Jeong's "separation from service," but only if Mr. Jeong is then deemed to
be a
"specified employee" under Section 409A.
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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The
information provided in Item 1.01 is incorporated by reference
herein.
Section
9 – Financial Statements and Exhibits
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits
Exhibit
Description
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10
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Employment
Agreement effective as of September 12, 2007 between Rexahn
Pharmaceuticals, Inc. and Tae Heum
Jeong
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SIGNATURES
Pursuant
to the requirements of the
Securities Exchange Act of 1934, the Company has duly caused this report
to be
signed on its behalf by the undersigned hereunto duly authorized.
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REXAHN
PHARMACEUTICALS, INC.
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By:
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/s/
Chang
H. Ahn
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Chang
H. Ahn
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Chairman
and Chief Executive Officer
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Date: October
9, 2007
EXHIBIT
INDEX
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Exhibit
Number
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Description
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Employment
Agreement effective as of September 12, 2007 between Rexahn
Pharmaceuticals, Inc. and Tae Heum
Jeong
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