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SEC Filings

S-1
VITAE PHARMACEUTICALS, INC filed this Form S-1 on 08/12/2014
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    conviction of, or plea of guilty or no contest to, a felony;
    gross negligence or willful misconduct; or
    continued failure to perform assigned duties after receiving written notification of such failure and an opportunity to cure.

        "Permanent Disability" means Dr. Gregg's inability to perform the essential functions of his position, with or without reasonable accommodations, for a period of at least 120 consecutive days because of a physical or mental impairment.

Retirement Benefits

        We have established a 401(k) tax-deferred savings plan, which permits participants, including our named executive officers, to make contributions by salary deduction pursuant to Section 401(k) of the Internal Revenue Code. We are responsible for administrative costs of the 401(k) plan. We may, at our discretion, make matching contributions to the 401(k) plan.

Employee Benefits and Perquisites

        Our named executive officers are eligible to participate in our health and welfare plans to the same extent as all full-time employees would be eligible generally, including reimbursement of certain medical expenses incurred by such named executive officer and, if applicable, his or her eligible dependents, through a health reimbursement account funded by us.

        We do not generally provide our named executive officers with perquisites or other personal benefits (other than occasional payment of relocation expenses).

Letter Agreement with New Chief Financial Officer

        In May 2014, we entered into a letter agreement with Richard Morris, our new chief financial officer. Pursuant to his letter agreement, Mr. Morris' starting base salary is $275,000, and he will be eligible for an annual performance bonus equal to 35% of his base salary, prorated for our fiscal year ending December 31, 2014, based on his start date. Such bonus will be payable in cash, stock or a combination and will be earned based on the achievement of individual and corporate objectives.

        In addition, pursuant to his letter agreement, Mr. Morris was granted an option to purchase 3,500,000 shares of our common stock which will vest over four years of continuous service provided by him, with 25% vesting after his completion of 12 months of continuous service and the remainder vesting in equal monthly installments over an additional three years of service.

        If Mr. Morris is terminated by us for any reason other than for cause, or if he resigns for certain good reasons, we will provide him with six monthly payments at his then-current base salary, provided that he continues to fulfill the terms of his proprietary information and inventions agreement with us and timely executes and allows to become effective a release of claims against us.

        For purposes of his letter agreement, "Cause" means Mr. Morris':

    dishonesty, gross negligence or misconduct that is materially injurious to us;
    conviction of, or plea of guilty or no contest, to any crime involving moral turpitude or any felony; or
    refusal to implement an instruction of our chief executive officer or an approved resolution of our board of directors that is reasonable and consistent with his offer letter.

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