Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 3, 2026 (the “Effective Date”), Amphastar Pharmaceuticals, Inc. (“Amphastar” or, the “Company”), entered into executive employment agreements with each of Jacob Liawatidewi, the Company’s Executive Vice President of Corporate Administration Center, Secretary and a member of the board of directors (the “Liawatidewi Employment Agreement”) and Rong Zhou, the Company’s Senior Executive Vice President of Production Center (the “Zhou Employment Agreement” and together with the Liawatidewi Employment Agreement, the “Employment Agreements”).
The Employment Agreements provide for an initial term of one year and will be automatically extended for successive one-year periods, unless notice of non-renewal is given by the Company or applicable executive at least 90 days prior to the expiration of the initial term or any annual renewal term. Each Employment Agreement is terminable by the Company or the applicable executive at any time, with or without “good reason” (as defined in the executive’s Employment Agreement), with or without “cause” (as defined in the executive’s Employment Agreement), or due to the executive’s disability or death.
Pursuant to the Liawatidewi Employment Agreement, Mr. Liawatidewi will receive an annual base salary of $525,800 and be eligible to earn a performance-based annual cash bonus with a target amount equal to 55% of his base salary. Pursuant to the Zhou Employment Agreement, Mr. Zhou will receive an annual base salary of $590,000 and be eligible to earn a performance-based annual cash bonus with a target amount equal to 53% of his base salary. Each executive also will be eligible to receive equity incentive compensation, as determined by the Company’s Board of Directors or its Compensation Committee, and participate in the Company’s benefit plans as in effect from time to time made available to the executive.
If the Company terminates the executive’s employment without cause or does not renew an Employment Agreement at the end of the initial term or any renewal term, or if the executive resigns for good reason (collectively, a “qualifying termination”), then under the executive’s Employment Agreement, conditioned upon execution of a release in form and substance satisfactory to the Company, the executive will receive:
| ● | a lump-sum payment in an amount equal to two times the sum of (a) the highest annual base salary in effect during the 12 months immediately prior to the date of termination, plus (b) the average annual bonus earned by the executive for the most recent two fiscal years ending prior to the date of termination; |
| ● | continued payment of health insurance premiums for coverage for the executive and eligible dependents under the Company’s group health, dental and vision benefits, for up to 12 months following such termination; and |
| ● | accelerated vesting of 100% of any then unvested stock options, restricted stock units, performance stock units, or other equity awards granted by the Company to such executive. |
If the executive experiences a qualifying termination during the period beginning on the date of a change in control and ending on the date one year after such change in control, then, under the executive’s Employment Agreement, conditioned upon execution of a release in form and substance satisfactory to the Company and in addition to the severance payments described above, the executive will be entitled to:
| ● | a lump-sum payment in an amount equal to two times the sum of (a) the highest annual base salary in effect during the 12 months immediately prior to the date of termination, plus (b) the average annual bonus earned by the executive for the most recent two fiscal years ending prior to the date of termination; and |
| ● | an additional 12-month extension of continued payment of health insurance premiums for coverage for the executive and eligible dependents under the Company’s group health, dental and vision benefits. |
Each Employment Agreement also provides that, if the executive resigns for good reason, the Company terminates his employment without cause, or the executive’s employment terminates due to his death or disability, the executive will receive (a) any applicable prorated bonus, based on actual performance for the year of termination, and (b) any accrued but unpaid annual bonus for the fiscal year immediately preceding the year of termination.
Under the executive’s Employment Agreement, if a “change in control” (as defined in the Company’s 2015 Equity Incentive Plan) occurs during the executive’s employment, then 100% of any then unvested stock options, restricted stock units, performance stock units, or other equity awards granted by the Company to such executive will accelerate vesting as of immediately prior to the change in control.
Each Employment Agreement provides that in the event any payments and benefits (including the severance benefits) provided to the applicable executive would constitute “parachute payments” within the meaning of Section 280G of the
