(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 17, 2014, Pharma-Bio Serv, Inc. (the "Company") amended the
Employment Agreement of Nélida Plaza, the Chief Operating Officer and Secretary
of the Company, dated December 31, 2009 (the "Plaza Amendment"). The Plaza
Amendment, effective January 1, 2014, sets forth Ms. Plaza's new position as
Chief Operating Officer of the Company and Ms. Plaza's annual salary of
On February 17, 2014, the Company amended the Employment Agreement of Pedro
Lasanta, the Chief Financial Officer of the Company, dated November 5, 2007 (the
"Lasanta Amendment" and together with the Plaza Amendment, the
"Amendments"). The Lasanta Amendment, effective January 1, 2014, increase Mr.
Lasanta's salary to $160,000.
Also, pursuant to the Amendments, if the Company terminates the employment
agreement of Ms. Plaza or Mr. Lasanta other than for death, disability or cause,
the Company shall (1) pay to the executive within 30 days after the date of
termination (a) a lump-sum severance payment in an amount equivalent to one (1)
year of salary at the time of the termination, less legal withholdings, or the
severance established by PR labor law No. 80 of May 30, 1976, known as the
"Wrongful Discharge Act" ("Ley de Despido Injustificado"), whichever amount is
higher; (b) any bonuses that the executive may have earned up to the date of her
termination, and (c) the value of any unused accrued vacation days, (2) provide
executive one (1) year health coverage for the executive and dependents, and (3)
provide that any restricted stock units, options or other similar granted awards
held by the executive will become vested and exercisable for a three month
period following the termination. Also, pursuant to the Amendments, in the event
of a change of control of the Company in connection with a sale, merger or
acquisition of the Company or the Company ceases to be a public company, and is
no longer subject to the reporting obligations of the Securities Exchange Act of
1934, as amended, any restricted stock units, options or other similar granted
awards held by Ms. Plaza or Mr. Lasanta will become vested and exercisable
immediately prior to such event.
A copy of the Amendments are attached as Exhibits 10.1 and 10.2 to this report
and are incorporated herein by this reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Exhibit Description
10.1 Employment Agreement Amendment among Pharma-Bio Serv, Inc., Pharma-Bio Serv
PR, Inc. and Nélida Plaza.
10.2 Employment Agreement Amendment between Pharma-Bio Serv, Inc. and Pedro