Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 11, 2023, TherapeuticsMD, Inc., a Nevada corporation (the "Company"),
terminated that certain amended and restated employment agreement, dated
November 24, 2020, by and between the Company and Mr. Michael Donegan, the
Company's Interim Chief Financial Officer, Chief Accounting Officer and Vice
President Finance (the "Employment Agreement"). The termination, effective as of
December 30, 2022, is a termination without "Good Cause," as defined in the
Employment Agreement. Mr. Donegan is entitled to receive the separation benefits
provided therein upon his execution of a general release of all claims against
the Company and its affiliates, which include (i) his annual base salary for a
period of twelve (12) months, (ii) an amount equal to his targeted annual bonus
award for 2022, (iii) COBRA benefits for a period of twenty-four (24) months,
(iv) all unvested equity compensation, including performance-based equity at
target level achievement, held by Mr. Donegan will vest as of the effective date
of such termination, and (v) payment for accrued but unused paid time off
consistent with the Company's policies and procedures therefor in effect (the
"Separation Benefits"). In addition to the Separation Benefits, Mr. Donegan is
eligible to receive the fourth tranche of his performance bonus ($67,500)
awarded under the Company's 2022 Executive Retention and Performance Bonus Plan
(the "ERB-Plan") payable within 60 days following termination and the second
tranche of his performance bonus ($67,500) awarded under the ERB-Plan, in
exchange for providing transition assistance to the Company through March 31,
2023, to be paid in a single lump sum within thirty (30) days following the end
of the transition period.
Mr. Donegan is continuing to serve as the Company's Principal Financial Officer
and Principal Accounting Officer in a consulting capacity.
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