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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(d) On September 5, 2018, the Board of Directors (the
Board) of Cerus Corporation (the Company), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, elected Timothy L. Moore to the Board, effective immediately. Mr. Moore will serve in
the class of directors whose term of office expires at the Companys 2020 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Mr. Moore currently serves
as executive vice president, technical operations for Kite, a Gilead Company.
Pursuant to the Companys Amended and Restated
Non-Employee
Director Compensation Policy, adopted by the Board on March 2, 2018 (the Director Policy), as a
non-employee
member of the Board, Mr. Moore
is entitled to receive an annual cash retainer in the amount of $40,000 for his service as a Board member, paid in quarterly installments and
pro-rated
based on the number of days Mr. Moore will serve on
the Board. In addition to the cash retainer, Mr. Moore will be reimbursed for reasonable expenses incurred in attending meetings of the Board. As a
non-employee
director, Mr. Moore is not entitled to
perquisites or retirement benefits.
In connection with his election, Mr. Moore received an initial stock option grant under the
Companys Amended and Restated 2008 Equity Incentive Plan (the 2008 Plan) and pursuant to the Director Policy for the number of shares of the Companys common stock equal to (i) $93,750, divided by (ii) the Black-Scholes
value of a stock option share, determined using the average daily closing sales price per share of the Companys common stock for the thirty (30) market trading days immediately prior to the grant date (the Average
30-Day
Price), with the resulting number rounded down to the nearest whole share, with such stock option vesting in
thirty-six
(36) equal monthly installments
following the date of grant, subject to Mr. Moores continued service on the Board. Mr. Moore also received a restricted stock unit award (RSU) for the number of shares of the Companys common stock equal to (i)
$93,750, divided by (ii) the Average
30-Day
Price, with the resulting number rounded down to the nearest whole share, with such RSU vesting in three (3) annual installments following the date of
grant, also subject to Mr. Moores continued service on the Board.
Mr. Moore will automatically receive pursuant to the
Director Policy an option to purchase the number of shares of the Companys common stock equal to (i) $62,500, divided by (ii) the Black-Scholes value of a stock option share, determined using the Average
30-Day
Price, with the resulting number rounded down to the nearest whole share (the Annual Option), and an RSU for the number of shares of the Companys common stock equal to (x) $62,500,
divided by (y) the Average
30-Day
Price, with the resulting number rounded down to the nearest whole share (the Annual RSU), on the date of each annual meeting of the stockholders of the
Company if he has been a member of the Board for at least twelve (12) months prior to the date of the applicable annual meeting and is serving as a
non-employee
director as of such date. The Annual Option
will vest in twelve equal monthly installments beginning one month from the date of grant, with full vesting to occur on the earlier of one year from the grant date, or the trading day immediately prior to date of the next annual meeting. The Annual
RSU will vest 100% upon the earlier of one year from the grant date, or the trading day immediately prior to date of the next annual meeting. Annual equity grants under the Director Policy are
non-discretionary.
All options granted pursuant to the Director Policy have a term of ten years, have an exercise price equal to 100% of the fair market value of the Companys common stock on the date of
grant and are subject to the terms of the 2008 Plan. In the event of a change in control of the Company, as defined by the 2008 Plan, all outstanding equity held by Mr. Moore will become fully vested immediately prior to such
change in control event, subject to Mr. Moores continuous service, as defined by the 2008 Plan, to the Company at such time.
In connection with Mr. Moores election to the Board, he and the Company will enter into the Companys standard indemnity
agreement for the Companys directors and officers, which requires the Company to indemnify Mr. Moore, under the circumstances and to the extent provided for therein, against certain expenses and other amounts incurred by Mr. Moore as
a result of being made a party to certain actions, suits, proceedings and the like by reason of his position as a director of the Company.
A copy of the press release announcing the appointment of Mr. Moore to the Board is attached as Exhibit 99.1 to this current report and
is incorporated herein by reference.