Form 8-K

8-K — HERON THERAPEUTICS, INC. /DE/

Accession: 0001193125-26-142947

Filed: 2026-04-06

Period: 2026-04-03

CIK: 0000818033

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — hrtx-20260403.htm (Primary)

EX-10.1 (hrtx-ex10_1.htm)

EX-10.2 (hrtx-ex10_2.htm)

EX-10.3 (hrtx-ex10_3.htm)

EX-10.4 (hrtx-ex10_4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: hrtx-20260403.htm · Sequence: 1

8-K

false000081803300008180332026-04-032026-04-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 3, 2026

Heron Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-33221

94-2875566

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

100 Regency Forest Drive, Suite 300, Cary, NC

27518

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (858) 251-4400

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

HRTX

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Collard Amendment

On April 3, 2026 (the “Collard Amendment Effective Date”), Heron Therapeutics, Inc. (the “Company”) and Craig Collard, the Company’s Chief Executive Officer, entered into an amendment and restatement (the “Collard Amendment”) of that certain Employment Agreement, dated as of April 3, 2023 (as amended, the “Collard Agreement”), in order to amend certain terms relating to the termination of Mr. Collard’s employment, the treatment of Mr. Collard’s equity awards in the event of a change in control (as defined in such agreement), the clarification of certain definitions and bonus mechanics and updates to restrictive covenants and governing law and location provisions.

Under the Collard Amendment, in the event of a termination without Cause (as defined in the Collard Agreement) or a resignation by Mr. Collard for Good Reason (as defined in the Collard Agreement) that does not occur during the three-month period before or within eighteen months following a change in control (the “CIC Termination Window”), subject to delivery to the Company of an effective release, Mr. Collard will receive (i) a lump-sum cash payment equal to the sum of 100% of Mr. Collard’s annual base salary, plus 100% of the greater of (A) Mr. Collard’s target annual bonus or (B) the average bonus paid by the Company to Mr. Collard for services during each of the three twelve-month periods prior to such termination, (ii) acceleration of vesting for equity awards that are otherwise eligible to vest conditioned solely upon Mr. Collard’s continued services, for the number of shares that would have vested accordingly had Mr. Collard’s employment with the Company continued for a period of twelve months after termination and (iii) continued Company-paid health insurance coverage (or reimbursement) for up to eighteen months after termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).

In addition, if such termination without Cause or resignation for Good Reason occurs during the CIC Termination Window, Mr. Collard will receive (i) a lump-sum payment equal to the sum of 200% of Mr. Collard’s annual base salary, plus (A) 200% of the greater of (A) Mr. Collard’s annual target performance bonus or (B) the average bonus paid by the Company to Mr. Collard for services during each of the three twelve-month periods prior to such termination, (ii) acceleration of vesting of all of Mr. Collard’s then-outstanding equity awards, subject to Mr. Collard’s continued employment, and (iii) continued Company-paid health insurance coverage (or reimbursement) for up to twenty four months after termination pursuant to the terms of COBRA. For the purpose of determining the number of shares subject to acceleration of vesting described in clause (ii) above for any outstanding performance-based equity awards that may be granted after the Collard Amendment Effective Date that have a designated “target” and “maximum” vesting level, the performance vesting conditions will generally be deemed satisfied at the greater of (A) the applicable level of performance attained through the date of such termination, or (B) the target performance vesting level (the “Performance-Based Vesting Criteria”). In the event of transactions constituting a change in control (as defined in such agreement), subject to Mr. Collard’s continued employment through the closing thereof, whether or not Mr. Collard’s employment is terminated thereafter, all of Mr. Collard’s then-outstanding equity awards will be accelerated, except that, for his performance-based equity awards that are granted after the Collard Amendment Effective Date that have a designated “target” and “maximum” vesting level, the number of shares that will vest under such awards will be determined pursuant to the Performance-Based Vesting Criteria.

Finally, the Collard Amendment also (i) clarifies the definition of change in control, (ii) updates the employment location and governing law to North Carolina, (iii) includes confidentiality, invention assignment and twenty four month non-competition and non-solicitation covenants to align with the change in control severance period, (iv) clarifies that continued employment through the applicable bonus payment date is required to earn any bonuses (except as expressly provided otherwise) and (v) removes obsolete provisions from Mr. Collard’s prior agreement, including references to new-hire equity grants and temporary living expense reimbursements.

The summary of the Collard Amendment is qualified in its entirety by reference to the full text of the Collard Amendment filed as Exhibit 10.1 to this Current Report and incorporated by reference herein.

Amended and Restated Management Retention Agreements

On April 3, 2026 (the “A&R Management Retention Agreement Effective Date”), the Company entered into amended and restated management retention agreements with each of Ira Duarte, the Company’s Executive Vice President, Chief Financial Officer, William Forbes, the Company’s Executive Vice President, Chief Development Officer, and Mark Hensley, the Company’s Chief Operating Officer (collectively, the “Executives”), pursuant to their individual amended and restated management retention agreements (the “Amended and Restated Management Retention Agreements”). The Amended and Restated Management Retention Agreements revise the terms of the original management retention agreements entered into with Ms. Duarte on June 16, 2023 and Messrs. Hensley and Forbes on April 28, 2025 and June 6, 2023, respectively, by amending terms relating to the termination of the Executives’ employment, the treatment of the Executives’ equity awards in the event of a change in control (as defined in such agreements), the clarification of certain provisions relating to bonus and equity severance and updates to governing law. The Amended and Restated Management Retention Agreements also include new Company protective covenants.

Under the Amended and Restated Management Retention Agreements, in the event of an Involuntary Termination (as defined in the Amended and Restated Management Retention Agreements) that occurs outside of the CIC Termination Window, the Executive will receive, subject to delivery to the Company of an effective release, (i) an amount equal to twelve months of his or her base salary and 100% of the greater of (A) the Executive’s target bonus for the year of the Involuntary Termination or (B) the average bonus paid by the Company to the Executive for services during each of the three twelve-month periods prior to such Involuntary Termination (or such shorter period of time during which the Executive was eligible for a bonus), (ii) acceleration of vesting for equity awards that are otherwise eligible to vest conditioned solely upon the Executive’s continued services, for the number of shares that would have vested accordingly had the Executive’s employment with the Company continued for a period of twelve months after the Involuntary Termination, except that Mr. Hensley’s performance-based stock option awards shall immediately vest and become exercisable assuming a stock price goal achievement equal to the highest closing price of a share of Company common stock during the term of such option prior to such Involuntary Termination, and (iii) continued Company-paid health insurance coverage (or reimbursement) for up to twelve months after termination pursuant to the terms of COBRA.

In addition, if such Involuntary Termination occurs during the CIC Termination Window, subject to delivery to the Company of an effective release, each Executive will receive (i) a lump‑sum cash payment equal to twenty four months of the greater of the Executive’s monthly base salary in effect (A) immediately prior to the Involuntary Termination or (B) immediately prior to a change in control, (ii) an amount equal to 200% of the greater of (A) the Executive’s target bonus for the year of the Involuntary Termination or (B) the average bonus paid by the Company to the Executive for services during each of the three twelve month periods (or such shorter period of time during which the Executive was eligible for a bonus), (iii) acceleration of vesting of all of the Executive’s then-outstanding equity awards and (iv) continued Company-paid health insurance coverage (or reimbursement) for up to twenty four months after termination pursuant to the terms of COBRA. For the purpose of determining the number of shares subject to acceleration of vesting described in clause (iii) above for any outstanding performance-based equity awards that may be granted after the A&R Management Retention Agreement Effective Date that have a designated “target” and “maximum” vesting level, the satisfaction of performance vesting conditions will be determined pursuant to the Performance-Based Vesting Criteria. In the event of a change in control (as defined in such agreements), subject to the Executive’s continued employment through the closing thereof, whether or not the Executive’s employment is terminated thereafter, all of the Executive’s then-outstanding equity awards will be accelerated, except that, for his performance-based equity awards that are granted after the A&R Management Retention Agreement Effective Date that have a designated “target” and “maximum” vesting level, the number of shares that will vest under such awards will be determined pursuant to the Performance-Based Vesting Criteria.

Finally, the Amended and Restated Management Retention Agreements also (i) clarify that an “Involuntary Termination” does not include a termination due to death or disability, (ii) adds enhanced confidentiality, invention assignment and twenty four month non-competition and non-solicitation covenants to align with the twenty four month severance period in the event of a change in control, (iii) enhances the arbitration provision, (iv) removes the

prior term/renewal structure so that the agreement remains in effect until amended, and (v) updates the choice of law to North Carolina.

The summary of the Amended and Restated Management Retention Agreements is qualified in its entirety by reference to the full text of the Amended and Restated Management Retention Agreements filed as Exhibits 10.2, 10.3 and 10.4 to this Current Report and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Amended and Restated Executive Employment Agreement, dated April 3, 2026, by and between Heron Therapeutics, Inc. and Craig Collard.

10.2

Amended and Restated Management Retention Agreement, dated April 3, 2026, by and between Heron Therapeutics, Inc. and Bill Forbes.

10.3

Amended and Restated Management Retention Agreement, dated April 3, 2026, by and between Heron Therapeutics, Inc. and Ira Duarte.

10.4

Amended and Restated Management Retention Agreement, dated April 3, 2026, by and between Heron Therapeutics, Inc. and Mark Hensley.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Heron Therapeutics, Inc.

Date: April 6, 2026

/s/ Ira Duarte

Ira Duarte

Executive Vice President, Chief Financial Officer

EX-10.1

Filename: hrtx-ex10_1.htm · Sequence: 2

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of April 3, 2026 (the “Effective Date”), by and between HERON THERAPEUTICS, INC. (the “Company”), and CRAIG COLLARD (the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”. As of the Effective Date, this Agreement amends and restates in its entirety that Executive Employment Agreement dated April 3, 2023 by and between the Parties (the “Prior Agreement”). Certain capitalized terms used herein have the meanings set forth in Section 4.5 below.

AGREEMENT

In consideration of the foregoing and the mutual promises and covenants herein contained, and for other good and valuable consideration, the Parties, intending to be legally bound, agree as follows:

EMPLOYMENT.

1.1

Title. The Executive shall continue to have the title of Chief Executive Officer of the Company and shall serve in such other capacity or capacities as the Company may from time to time prescribe and to which the Executive agrees. The Executive shall continue to report to the Board of Directors of the Company (the “Board”).

1.2

Duties. The Executive shall continue to do and perform all services, acts or things necessary or advisable to manage and conduct the business of the Company and which are normally associated with the position of Chief Executive Officer, consistent with the Bylaws of the Company and as required by the Board.

1.3

Directorship. The Executive shall continue to serve as a member of the Board, subject to reelection by the Company’s stockholders in accordance with the Company’s Certificate of Incorporation, as amended and Bylaws; provided, however, that the Executive shall tender his resignation as a member of the Board concurrent with his termination of service as Chief Executive Officer, which resignation shall be conditional and subject to majority acceptance by the disinterested members of the Board. The Executive shall devote such time to the business of the Company as is necessary for the fulfillment of the Executive’s duties as a member of the Board. The Executive shall not be compensated for serving as a member of the Board while he is serving as Chief Executive Officer of the Company, provided that the Executive shall be entitled to continued vesting under the Legacy RSU Grant for so long as the Executive remains on the Board and for six months thereafter. The Company shall reimburse the Executive for reasonable expenses incurred in connection with his service as a member of the Board. If the Executive ceases to serve as Chief Executive Officer of the Company, but remains a member of the Board, the Executive’s compensation for serving as a member of the Board will resume at then-current rates.

1.4

Policies and Practices. The employment relationship between the Parties shall be governed by the policies and practices established by the Company and the Board. The

Executive acknowledges that the Executive has read the Company’s employee handbook and other governing policies as in effect from time to time, which will govern the terms and conditions of the Executive’s employment with the Company, collectively with this Agreement. In the event that the terms of this Agreement differ from or are in conflict with the Company’s policies or practices or the Company’s employee handbook, this Agreement shall control.

1.5

Location. Unless the Parties otherwise agree in writing, during the term of this Agreement, it is expected that the Executive will work at the Company’s offices in North Carolina, as needed to reasonably perform his duties under this Agreement; provided, however, that the Company may from time to time require the Executive to travel temporarily to other locations in connection with the Company’s business. In no event shall the Executive’s work in other locations exceed six months in any calendar year. The Company shall pay for all travel expenses in connection with Executive’s duties.

LOYAL AND CONSCIENTIOUS PERFORMANCE; NONCOMPETITION DURING EMPLOYMENT.

2.1

Loyalty. During the Executive’s employment by the Company, the Executive shall devote the Executive’s full business energies, interest, abilities and productive time to the proper and efficient performance of the Executive’s duties under this Agreement.

2.2

Agreement Not to Participate in Company’s Competitors. During the term of this agreement, the Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by the Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates. Ownership by the Executive, as a passive investment, of less than two percent (2%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or in the over-the-counter market shall not constitute a breach of this paragraph.

COMPENSATION OF THE EXECUTIVE.

3.1

Base Salary. The Company shall pay the Executive a base salary of at least $650,000 per year, less payroll deductions and all required withholdings payable in regular periodic payments in accordance with Company policy (“Base Salary”). Such base salary shall be prorated for any partial year of employment on the basis of a 365-day fiscal year.

3.2

Performance Bonus. In addition to the Executive’s base salary, the Executive shall be eligible for a performance bonus based upon the Executive’s and the Company’s achievement of specified objectives established by the Board during the first quarter of each year after consultation with the Executive, as evaluated by the Board in its discretion. The target bonus for full achievement of all objectives shall be not less than 75% of the Executive’s Base Salary. The Performance Bonus will be paid post annual audit and at the same time as other executives in the Company, and in any event no later than March 15 of the year following the year to which it relates. Except as otherwise expressly provided herein, the Executive must be

continuously employed through the performance bonus payment date to earn and receive a Performance Bonus.

3.3

Equity Incentives. All Company equity awards granted to Executive prior to the Effective Date shall remain outstanding in accordance with their terms. Subject to Board approval, the Executive may be granted additional equity awards under the Company’s Amended and Restated 2007 Equity Incentive Plan or any successor plan (the “Plan”) as determined in the Board’s discretion. Subject to the Executive’s continued employment with the Company through the date of an Asset Sale, the Executive’s Company equity awards shall generally immediately vest, become exercisable and/or the restrictions thereon lapse with respect to one hundred percent (100%) of the shares of Company common stock subject thereto; provided, however, that with respect to any Equity Awards granted after the Effective Date with performance vesting conditions and a designated “target” vesting level and a “maximum” vesting level that is a multiple of the target vesting level, for purposes of determining the number of shares subject to such Equity Awards that will accelerate vesting, the performance vesting conditions will generally be deemed satisfied at the greater of: (A) the applicable level of performance attained through the date of the Asset Sale, or (B) the target performance vesting level. .

3.4

Changes to Compensation. The Executive’s compensation will be reviewed on a regular basis by the Company and may be changed from time to time as deemed appropriate. For clarity, the provisions of this Section 3.4 are not meant to supersede the right of the Executive to terminate for Good Reason in the event of a material reduction of Executive’s Base Salary as provided in Section 4.5.3.

3.5

Employment Taxes. All of the Executive’s compensation shall be subject to customary withholding taxes and any other employment taxes as are commonly required to be collected or withheld by the Company.

TERMINATION.

4.1

Termination by the Company. The Executive’s employment by the Company shall be at-will. The Executive’s employment with the Company may be terminated by the Company at any time and for any reason or no reason, with or without Cause (as defined below), subject to the provisions of this Section 4.

4.2

Termination by Mutual Agreement of the Parties. The Executive’s employment pursuant to this Agreement may be terminated at any time upon a mutual agreement in writing of the Parties. Any such termination of employment shall have the consequences specified in such agreement and will not constitute a termination by the Company without Cause or a termination by the Executive with Good Reason as set forth herein.

4.3

Termination by the Executive. The Executive’s employment by the Company shall be at-will. The Executive shall have the right upon four weeks’ notice to resign or terminate the Executive’s employment at any time and for any reason, or no reason, with or without Good Reason (as defined below), subject to the provisions of this Section 4.

4.4

Compensation Upon Termination.

4.4.1

Termination by Company With Cause or by Executive Without Good Reason. If the Executive’s employment shall be terminated by the Company for Cause, or if the Executive terminates employment hereunder for other than Good Reason, the Company shall pay the Executive’s base salary and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination, less standard deductions and withholdings, and the Company shall thereafter have no further obligations to the Executive under this Agreement, other than with respect to the Executive’s vested equity compensation and any rights the Executive may have under the Company’s employee benefit plans and arrangements (the “Accrued Benefits”).

4.4.2

Termination by Company Without Cause or by Executive With Good Reason. If the Executive’s employment shall be terminated by the Company without Cause, or by the Executive for Good Reason, the Executive shall receive the Accrued Benefits, and, in addition, within ten days of the Executive’s delivery to the Company of a fully effective and irrevocable Release and Waiver in the form attached hereto as Exhibit A (a “Release”), within the applicable time period set forth therein, but in no event later than 21 days following termination of the Executive’s employment, the Executive shall receive the following: (i) a lump-sum payment equal to the sum of (A) the Executive’s annual base salary then in effect pursuant to Section 3.1, less required deductions and withholdings, and (B) an amount equal to 100% of the greater of (i) the Executive’s target performance bonus then in effect pursuant to Section 3.2, or (ii) the average bonus paid by the Company to Executive for services during each of the three 12-month periods prior to such termination, less required deductions and withholdings; (ii) accelerated vesting of shares subject to all equity awards granted by the Company to Executive (the “Equity Awards”) that are then otherwise eligible to vest conditioned solely on Executive’s continued services, for the number of shares which would have vested accordingly had the Executive continued employment with the Company for a period of 12 months after termination (for the avoidance of doubt, which shall include partial accelerated vesting of the Option and RSU, but not the PSOs); and (iii) to the extent permitted under applicable law, provided that the Executive is eligible for and timely elects continued coverage under COBRA, reimbursement for or continuation of payment by the Company of its portion of the health insurance benefits provided to Executive immediately prior to termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law for a period of up to 18 months from the date of termination.

4.4.3

Change in Control Termination. If the Executive’s employment shall be terminated by the Company without Cause, or by the Executive for Good Reason, within three months before or within 18 months following a Change in Control (a “CIC Termination”), the Executive shall receive the Accrued Benefits, and, in addition, within ten days of the Executive’s delivery to the Company of a fully effective and irrevocable Release within the applicable time period set forth therein, but in no event later than 45 days following termination of the Executive’s employment, the Executive shall receive the following: (i) a lump-sum payment equal to the sum of (A) 200% of the Executive’s annual base salary then in effect pursuant to Section 3.1, less required deductions and withholdings, and (B) an amount equal to 200% of the greater of: (i) Executive’s annual target performance bonus then in effect pursuant to Section 3.2, or (ii) the average bonus paid by the Company to Executive for services during each of the three

12-month periods prior to such termination, less required deductions and withholdings; (ii) accelerated vesting of Executive’s Equity Awards with respect to one hundred percent (100%) of the shares of Company common stock subject thereto; provided, however, that with respect to any Equity Awards that are granted after the Effective Date with performance vesting conditions and a designated “target” vesting level and a “maximum” vesting level that is a multiple of the target vesting level, for purposes of determining the number of shares subject to such Equity Awards that will accelerate vesting, the performance vesting conditions will generally be deemed satisfied at the greater of: (A) the applicable level of performance attained through the date of the CIC Termination, or (B) the target performance vesting level; and (iii) to the extent permitted under applicable law, provided that the Executive is eligible for and timely elects continued coverage under COBRA, reimbursement for or continuation of payment by the Company of its portion of the health insurance benefits provided to the Executive immediately prior to termination pursuant to the terms of COBRA or other applicable law for a period of up to 24 months from the date of termination. For the avoidance of doubt, the payment under this Section 4.4.3 (if applicable) shall be paid in lieu of, and not in addition to, the payment described in Section 4.4.2, with any amounts that may have been previously provided under Section 4.4.2 counting as payments under Section 4.4.3.

Additionally, upon Executive’s continued employment through the occurrence of a Change in Control, the Executive will receive accelerated vesting of Executive’s Equity Awards with respect to one hundred percent (100%) of the shares of Company common stock subject thereto; provided, however, that with respect to any Equity Awards that are granted after the Effective Date with performance vesting conditions and a designated “target” vesting level and a “maximum” vesting level that is a multiple of the target vesting level, for purposes of determining the number of shares subject to such Equity Awards that will accelerate vesting, the performance vesting conditions will generally be deemed satisfied at the greater of: (A) the applicable level of performance attained through the date of the CIC Termination, or (B) the target performance vesting level.

4.4.4

4.4.5 Parachute Payment. If any payment or benefit Executive would receive pursuant to a Change in Control or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards.

The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, then the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder.

The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Executive and the Company within 15 calendar days after the date on which the Executive’s right to a Payment is triggered (if requested at that time by the Executive or the Company) or such other time as requested by the Executive or the Company. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Executive and the Company.

4.4.5

Application of Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) that are payable upon termination of employment shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”)), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A.

It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A- 2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit payments shall be delayed until the earlier to occur of: (i) the date that is six months and one day after Executive’s Separation From Service or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), and the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement.

Except to the extent that payments may be delayed until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release, the Company will pay the Executive the Severance Benefits that the Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the Release, with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions.

4.5

Definitions.

4.5.1

Asset Sale. For purposes of this Agreement, “Asset Sale” means the sale, exchange, or transfer of all or substantially all of the assets of the Company.

4.5.2

Cause. For purposes of this Agreement, “Cause” means that, in the reasonable determination of the Company, the Executive has:

(i)

been indicted for or convicted of or pleaded guilty or no contest to any felony or crime involving dishonesty that is likely to inflict or has inflicted demonstrable and material injury on the business of the Company;

(ii)

participated in any fraud against the Company;

(iii)

willfully and materially breached a Company policy;

(iv)

intentionally damaged any property of the Company thereby causing demonstrable and material injury to the business of the Company; or

(v)

engaged in conduct that, in the reasonable determination of the Company, demonstrates gross unfitness to serve.

Notwithstanding the foregoing, Cause shall not exist based on conduct described in clause (iii) above unless the conduct described in such clause has not been cured within 15 days following the Executive’s receipt of written notice from the Company specifying the particulars of the conduct constituting Cause.

4.5.3

Change in Control. For purposes of this Agreement, “Change in Control” means the occurrence of any of the following:

(i)

the closing of an Ownership Change Event or a series of related Ownership Change Events (collectively, a “Transaction”) in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or such surviving entity immediately outstanding after the Transaction,

(ii)

the closing of a Transaction involving a sale, exchange or transfer of all or substantially all of the Company’s assets in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the entity to which the assets of the Company were transferred (the “Transferee”), as the case may be; or

(iii)

the liquidation or dissolution of the Company.

For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, the surviving entity, or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Board shall have the right to determine whether multiple sales or exchanges of the voting securities in the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive. The Board may also, but need not, specify that other transactions or events constitute a Change in Control.

4.5.4

Good Reason. “Good Reason” for the Executive to terminate the Executive’s employment hereunder shall mean the occurrence of any of the following events without the Executive’s consent:

(i)

a material reduction (20% or more) by the Company of the Executive’s Base Salary as initially set forth herein or as the same may be increased from time to time;

(ii)

a material reduction by the Company of the Executive’s management responsibilities;

(iii)

a material breach of this Agreement by the Company;

(iv)

any requirement by the Company that the Executive relocate his primary residence to California or that the Executive perform work in California for more than six months in any one calendar year.

provided however, that any resignation by the Executive due to any of the following conditions shall only be deemed for Good Reason if: (i) the Executive gives the Company written notice of

the intent to terminate for Good Reason within 90 days following the first occurrence of the condition(s) that the Executive believes constitutes Good Reason, which notice shall describe such condition(s); (ii) the Company fails to remedy, if remediable, such condition(s) within 15 days following receipt of the written notice (the “Cure Period”) of such condition(s) from the Executive; and (iii) Executive actually resigns his employment within the first 15 days after expiration of the Cure Period.

4.5.5

Legacy RSU Grant. For purposes of this Agreement, “Legacy RSU Grant” means the award of 37,879 RSUs granted to Executive pursuant to that certain Restricted Stock Unit Agreement, dated as of February 22, 2023.

4.5.6

Ownership Change Event. For purposes of this Agreement, “Ownership Change Event” means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than 50% of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company.

RESTRICTIVE COVENANTS

5.1

Confidential Information. The Executive acknowledges that the information, observations and data obtained by the Executive while providing services to the Company concerning the business or affairs of the Company or any of its Affiliates (the “Company Group”) or any information of third parties with which the Company Group has been entrusted (“Confidential Information”) are the property of the Company Group. For clarity, Confidential Information includes, but is not limited to, information relating to any past, current or anticipated future business, product, service, process, or practice of the Company Group and/or their respective affiliates, subcontractors, agents, customers, clients, vendors, licensors, licensees, suppliers, or franchisees that is not generally available to the public through legitimate means and that any of the foregoing persons derives any tangible or intangible benefit from such information not being generally available to the public through legitimate means and includes, by way of example, trade secrets; inventions (whether or not patentable); professional and technical manuals; business forms and processes; computer systems (including hardware, software, databases and information technology systems); client service or other methodologies; sales and related forecasts; marketing and business development plans and strategies; client and prospective client files, lists and materials, and all other information related to clients or prospective clients; research materials; work product and deliverables; and project notes and plans. The Executive agrees that he shall keep Confidential Information in strict confidence and shall not directly or indirectly disclose to any unauthorized person or use for his own account any Confidential Information without the prior written consent of the Board, unless and then only to the extent that the Confidential Information is or becomes generally known to and available for use by the public other than as a result of the Executive’s acts or omissions to act or are obtained from a third party without restrictions on further disclosure. The Executive shall deliver to the Company on the date of his separation from the Company, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information, inventions, improvements and discoveries of the business of the Company Group which he may then possess or have under his

control. For Confidential Information not constituting a trade secret within the meaning of applicable law, the foregoing covenants shall expire at the later of (i) three (3) years following the termination of the Executive’s employment with or service to the Company for any reason or (ii) the maximum period permitted by applicable law. Notwithstanding the foregoing, nothing in this Agreement will limit or prevent the Executive from: (a) reporting any good faith allegations of criminal conduct to appropriate officials; (b) participating in proceedings with or otherwise speaking to appropriate federal, state, or local enforcement agencies (including but not limited to the Equal Employment Opportunity Commission or the National Labor Relations Board (and any similar state or local entities or departments/divisions/commissions on human rights) or attorneys general); (c) making any truthful statements or disclosures permitted or required by law; (d) making other disclosures that are protected under whistleblower provisions of law; (e) responding to inquiries from, or otherwise cooperating with, any governmental or regulatory investigation; (f) requesting or receiving confidential legal advice; (g) discussing or disclosing information about unlawful acts in the workplace, such as harassment, discrimination, retaliation, or any other conduct that the Executive has reason to believe is unlawful or that is recognized as a clear mandate against public policy; (h) engaging in concerted activity protected under the National Labor Relations Act (the “NLRA”); or (i) testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged unlawful employment practices when required or requested pursuant to court order, subpoena, or written request by an appropriate agency or entity (the “Protected Activities”). The Executive does not need prior authorization to engage in Protected Activities and is not required to notify the Company that the Executive has engaged in any Protected Activities. For purposes of this Agreement, “Affiliate” means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity.

5.1.1 Defend Trade Secrets Act. Pursuant to the Defend Trade Secrets Act of 2016, the Parties acknowledge that the Executive shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney and may use the trade secret information in the court proceeding, if the Executive (X) files any document containing the trade secret under seal and (Y) does not disclose the trade secret, except pursuant to court order.

5.2 Intellectual Property, Inventions and Patents. The Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company Group’s actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether alone or jointly with others) while providing services to the Company Group, whether before or after the date of this Agreement (“Work Product”), belong to the Company Group. The Executive shall promptly disclose such

Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the period during which the Executive provides services to the Company Group) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). The Executive acknowledges that all Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended. To the extent effective, the Executive is hereby advised that this paragraph regarding the Company Group’s ownership of Work Product does not apply to any invention for which no equipment, supplies, facilities or trade secret information of the Company Group was used and which was developed entirely on the Executive’s own time, unless (i) the invention relates to the business of the Company Group or to the Company Group’s actual or demonstrably anticipated research or development or (ii) the invention results from any work performed by the Executive for the Company Group. Specifically, if the Executive is located in North Carolina, the Executive hereby acknowledges that the Executive has been notified of his rights under North Carolina General Statutes Section 66-57.1, which provides as follows:

THIS IS TO NOTIFY you in accordance with North Carolina General Statutes Section 66-57.1 that the foregoing Agreement between you and the Company does not apply to an invention you developed entirely on your own time without using the Company’s equipment, supplies, facility or trade secret information except for those inventions that (i) relate to the Company’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by you for the Company. To the extent a provision in the foregoing Agreement purports to require you to assign an invention otherwise excluded under the preceding paragraph, the provision is against the public policy of North Carolina and is unenforceable.

5.3 Non-Competition and Non-Solicitation.

5.3.1 As a condition to, and in further consideration of, the compensation and benefits being provided hereunder, (i) the Parties acknowledge and agree that the provision of Confidential Information, trade secrets and goodwill of the Company Group’s business are mutually agreed upon consideration for the purposes of the terms of this Section 5.3.1 and 5.3.2, the Executive acknowledges that he has access to and shall become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group, all of which items the Executive has not previously been given and that the Executive would not be given but for execution of this Agreement, and therefore, the Executive agrees that, during the period beginning on the date hereof and ending twenty-four (24) months after the date on which the Executive’s employment or other engagement with the Company or the Company Group is terminated for any reason (the “Restricted Period”), he shall not, directly or indirectly, including through another person, either for the Executive or for any other person, own any interest in, manage, control, participate in, consult with, render services for, permit the Executive’s name to be used, be employed in an executive, managerial, administrative capacity by, or in any manner engage in, any business engaged directly or indirectly in any business or entity competing with the businesses of the Company Group as such businesses exist or are in process during the period in which the Executive is employed by the Company or the Company Group, within the State of North Carolina and any other geographical area in the Executive engaged in such business or in which any of the Executive’s clients or customers were located at any time during such period.

For purposes of this Agreement, the term “participate” includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, seller, franchisor, franchisee, creditor or owner. Nothing herein shall prohibit the Executive from being a passive owner of less than two percent (2%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or in the over-the-counter market.

5.3.2 In addition, during the Restricted Period, the Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee or independent contractor of the Company Group to leave the employ of the Company Group, or in any way interfere with the relationship between the Company Group and any employee thereof, (ii) hire any person who is an employee of or service provider for the Company Group or (iii) induce or attempt to solicit or induce any customer, supplier, distributor, licensee, licensor, or franchisee of the Company Group with whom the Executive had contact or about whom the Executive received Confidential Information while employed by the Company or the Company Group to cease or refrain from doing business with, or otherwise modify adversely its relationship with, the Company Group, or in any way interfere with the relationship between any such customer, supplier, or licensee and the Company Group.

5.3.3 The Executive agrees that he shall not make, either publicly or privately, verbally or in writing, any false and derogatory, disparaging, or maliciously untruthful statements or communications regarding the Company Group or their employees. Notwithstanding the foregoing, nothing in this Agreement shall be construed as prohibiting or in any way limiting the Executive from engaging in Protected Activities.

5.3.4 If, at the time of enforcement of Section 5, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive acknowledges that the restrictions contained in this Section 5 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel.

5.3.5 In addition, in the event of a breach or violation by the Executive of this Section 5, the Restricted Period shall be automatically extended by the amount of time between the initial occurrence of the breach or violation and when such breach or violation has been duly cured.

5.3.6 The Executive acknowledges and agrees that the Executive’s receipt of the consideration set forth in this Agreement, including but not limited to the severance payments and benefits set forth in Section 4.4, is expressly conditioned upon the Executive’s compliance with the provisions of this Section 5. In the event of a breach or a threatened breach by the Executive of any of the provisions of this Section 5, the Company Group would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company Group shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations

of the provisions hereof (without posting a bond or other security). Further, in the event of a breach or a threatened beach by the Executive of any of the provisions of this Section 6, the Company shall immediately cease payment of any outstanding severance payments or benefits to the Executive and shall request immediate repayment of any severance payments or benefits already paid to the Executive.

5.3.7 The Executive acknowledges that the Executive has been provided with at least five (5) days to consider the covenants in the Agreement, although the Executive may execute the Agreement prior to the expiration of that five (5) day period. The Executive further acknowledges that the Executive has the right to consult with an attorney prior to executing the Agreement.

ASSIGNMENT AND BINDING EFFECT.

This Agreement shall be binding upon and inure to the benefit of the Executive and the Executive’s heirs, executors, personal representatives, assigns, administrators and legal representatives. Because of the unique and personal nature of the Executive’s duties under this Agreement, neither this Agreement nor any rights or obligations under this Agreement shall be assignable by the Executive. This Agreement shall be binding upon and inure to the benefit of the Company and its successors, assigns and legal representatives.

CHOICE OF LAW.

This Agreement shall be construed and interpreted in accordance with the internal laws of the State of North Carolina.

INTEGRATION.

This Agreement (including Exhibit A), that certain Indemnification Agreement entered into with the Company as of February 22, 2023, and that certain Restricted Stock Unit Agreement, dated as of February 22, 2023 and relating to the Legacy RSU Grant contains the complete, final and exclusive agreement of the Parties relating to the terms and conditions of the Executive’s service on the Board, his employment and the termination of Executive’s employment, and supersedes all prior and contemporaneous oral and written employment agreements or arrangements between the Parties, including but not limited to the Prior Agreement. To the extent this Agreement conflicts with the terms of the Company’s employee handbook, governing polices, or bylaws, this Agreement controls.

AMENDMENT.

This Agreement cannot be amended or modified except by a written agreement signed by the Executive and the Company.

10.

WAIVER.

No term, covenant or condition of this Agreement or any breach thereof shall be deemed waived, except with the written consent of the Party against whom the wavier is claimed, and any

waiver or any such term, covenant, condition or breach shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other term, covenant, condition or breach.

11.

SEVERABILITY.

The finding by a court of competent jurisdiction of the unenforceability, invalidity or illegality of any provision of this Agreement shall not render any other provision of this Agreement unenforceable, invalid or illegal. Such court shall have the authority to modify or replace the invalid or unenforceable term or provision with a valid and enforceable term or provision which most accurately represents the Parties’ intention with respect to the invalid or unenforceable term or provision.

12.

INTERPRETATION; CONSTRUCTION.

The headings set forth in this Agreement are for convenience of reference only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel representing the Company, but the Executive has been encouraged to consult with, and has consulted with, the Executive’s own independent counsel and tax advisors with respect to the terms of this Agreement. The Parties acknowledge that each Party and its counsel has reviewed and revised, or had an opportunity to review and revise, this Agreement, and the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

13.

REPRESENTATIONS AND WARRANTIES.

The Executive represents and warrants that the Executive is not restricted or prohibited, contractually or otherwise, from entering into and performing each of the terms and covenants contained in this Agreement, and that the Executive’s execution and performance of this Agreement will not violate or breach any other agreements between the Executive and any other person or entity.

14.

COUNTERPARTS.

This Agreement may be executed in two counterparts, each of which shall be deemed an original, all of which together shall contribute one and the same instrument.

15.

ARBITRATION.

To ensure the rapid and economical resolution of disputes that may arise in connection with the Executive’s employment with the Company, the Executive and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to the Executive’s employment, or the termination of that employment, will be resolved pursuant to the Federal Arbitration Act (“FAA”) and to the fullest extent permitted by law, by final, binding and confidential arbitration governed by the FAA and conducted by JAMS or its successors, under the then current rules of JAMS for employment disputes, currently available at https://www.jamsadr.com/rules-employment-arbitration; provided that the arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (ii) issue a written arbitration decision including

the arbitrator’s essential findings and conclusions and a statement of the award. Both the Executive and the Company shall be entitled to all rights and remedies that either the Executive or the Company would be entitled to pursue in a court of law. The Company shall pay all fees, including the arbitrator’s fee. Nothing in this Agreement is intended to prevent either the Executive or the Company from obtaining injunctive relief in any court of competent jurisdiction to prevent irreparable harm pending the conclusion of any such arbitration.

16.

TRADE SECRETS OF OTHERS.

It is the understanding of both the Company and the Executive that the Executive shall not divulge to the Company and/or its subsidiaries any confidential information or trade secrets belonging to others, including the Executive’s former employers, nor shall the Company and/or its Affiliates seek to elicit from the Executive any such information. Consistent with the foregoing, the Executive shall not provide to the Company and/or its Affiliates, and the Company and/or its Affiliates shall not request, any documents or copies of documents containing such information.

17.

ADVERTISING WAIVER.

The Executive agrees to permit the Company and/or its Affiliates, and persons or other organizations authorized by the Company and/or its Affiliates, to use, publish and distribute advertising or sales promotional literature concerning the products and/or services of the Company and/or its Affiliates, or the machinery and equipment used in the provision thereof, in which the Executive’s name and/or pictures of the Executive taken in the course of the Executive’s provision of services to the Company and/or its Affiliates, appear. The Executive hereby waives and releases any claim or right the Executive may otherwise have arising out of such use, publication or distribution during the term of this Agreement.

[Signature Page Follows.]

IN WITNESS WHEREOF, the Parties have executed this Agreements of the date first above written.

HERON THERAPEUTICS, INC.

/s/ Adam Morgan

Adam Morgan

Chairman

Dated:

EXECUTIVE:

/s/ Craig Collard

CRAIG COLLARD

Dated:

EXHIBIT A

RELEASE AND WAIVER OF CLAIMS

TO BE SIGNED AT TIME OF TERMINATION

In consideration of the payments and other benefits set forth in Section 4.4 of the Amended and Restated Executive Employment Agreement dated April 3, 2026, to which this form is attached, I, CRAIG COLLARD hereby furnish HERON THERAPEUTICS, INC. (the “Company”), with the following release and waiver (the “Release and Waiver”).

In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and its directors, officers, employees, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and Waiver. This general release includes, but is not limited to: (1) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including, but not limited to, claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including, but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the California Fair Employment and Housing Act (as amended).

I also acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims I may have against the Company.

I acknowledge that, among other rights, I am waiving and releasing any rights I may have under ADEA, that this Release and Waiver is knowing and voluntary, and that the consideration given for this Release and Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims

under the ADEA which may arise after this Release and Waiver is executed; (b) I should consult with an attorney prior to executing this Release and Waiver; (c) I have twenty-one (21) days in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier); (d) I have seven (7) days following the execution of this Release and Waiver to revoke my consent to this Release and Waiver; and (e) this Release and Waiver shall not be effective until the eighth day after I execute this Release and Waiver and the revocation period has expired (the “Effective Date”).

I understand that nothing in this Release and Waiver prevents me from filing a charge with the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), the California Department of Fair Employment and Housing (“DFEH”), or any other federal, state or local government agency, or otherwise cooperating with or providing information to any such agencies. However, this Release and Waiver does prohibit me from obtaining any personal or monetary relief for yourself based on such a charge or based on my providing information to or cooperating with the EEOC, NLRB, DFEH, or any other federal, state, or local government agency.

I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. However, I understand that nothing in this Release and Waiver prevents me from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that I have reason to believe is unlawful.

This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company.

Date:

By:

CRAIG COLLARD

EX-10.2

Filename: hrtx-ex10_2.htm · Sequence: 3

EX-10.2

Exhibit 10.2

HERON THERAPEUTICS, INC.

AMENDED AND RESTATED MANAGEMENT RETENTION AGREEMENT

This Amended and Restated Management Retention Agreement (this “Agreement”) is dated and effective as of April 3, 2026 (the “Effective Date”), by and between William Forbes (“Employee”) and Heron Therapeutics, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Employee with certain benefits described herein upon the occurrence of specific events. The Company and the Employee may each be referred to herein as a “Party” and, collectively, as the “Parties”. As of the Effective Date, this Agreement amends, restates and supersedes in its entirety that Management Retention Agreement dated June 6, 2023 by and between the Parties (the “Prior Agreement”). Certain capitalized terms used herein have the meanings set forth in Section 3 below.

RECITALS

The Company’s Board of Directors believes it is in the best interests of the Company and its shareholders to retain Employee and provide incentives to Employee to continue in the service of the Company.

The Board of Directors further believes that it is imperative to provide Employee with certain benefits upon Employee’s Involuntary Termination, a Change of Control or an Asset Sale, which benefits are intended to provide Employee with financial security and provide sufficient income and encouragement to Employee to remain employed with the Company, notwithstanding the possibility of a Change of Control or Asset Sale.

To accomplish the foregoing objectives, the Board of Directors has directed the Company, upon execution of this Agreement by Employee, to agree to the terms provided in this Agreement.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and premises contained in this Agreement, the receipt and sufficiency of which are hereby expressly acknowledged, the Parties agree as follows:

AGREEMENT

At-Will Employment. The Company and Employee acknowledge that Employee’s employment is and shall continue to be at-will, as defined under applicable law, and that Employee’s employment with the Company may be terminated by either Party at any time for any or no reason. If Employee’s employment terminates for any reason, Employee shall not be entitled to any payments, benefits, damages, award or compensation other than as provided in this Agreement or otherwise agreed to by the Company. The terms of this Agreement shall terminate upon the earlier of: (i) the date on which Employee ceases to be employed as a corporate officer of the Company, other than as a result of an Involuntary Termination; or (ii) the date that all obligations of the Parties hereunder have been satisfied. A termination of the terms of this Agreement pursuant to the preceding sentence shall be effective for all purposes, except that such

termination shall not affect the payment or provision of compensation or benefits on account of a termination of employment occurring prior to the termination of the terms of this Agreement. The rights and duties created by this Section 1 are contingent upon Employee’s release of claims against the Company (at the time of termination in a form reasonably satisfactory to the Company) and may not be modified in any way except by a written agreement executed by an officer of the Company upon direction from the Board of Directors.

Benefits Upon Termination of Employment; Asset Sale.

(a)

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary Termination at any time under circumstances other than as covered in paragraph 2(b) below, then in addition to all base salary and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination, less standard deductions and withholdings (the “Accrued Benefits”), Employee will be entitled to receive severance benefits as follows (less standard deductions and withholdings): (i) an amount equal to twelve (12) months (the “Severance Period”) of the monthly base salary which Employee was receiving immediately prior to the Involuntary Termination payable in a lump sum on the first payroll date following the date the Release (as described in Section 4(b)) becomes effective and irrevocable; (ii) an amount equal to 100% of the greater of: (A) Employee’s target bonus for the year of the Involuntary Termination, or (B) the average bonus paid by the Company to Employee for services during each of the three 12-month periods (or such shorter period of time during which Employee was eligible for a bonus) prior to the Involuntary Termination date, payable in a lump sum on the first payroll date following the date the Release (as described in Section 4(b)) becomes effective and irrevocable; and (iii) reimbursement for or continuation of payment by the Company of its portion of the health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. In addition, on the date of such Involuntary Termination, Employee’s Equity Awards that are then otherwise eligible to vest conditioned solely on Employee’s continued services shall immediately vest, become exercisable and/or the restrictions thereon lapse with respect to that number of shares of Company common stock that otherwise would have vested during the Severance Period had Employee’s employment continued until the end of the Severance Period. Employee’s Equity Awards shall otherwise be subject to the terms of the plan and award agreement pursuant to which such Equity Awards were granted.

(b)

Severance Upon a Change in Control Involuntary Termination. In the event that Employee suffers an Involuntary Termination within three (3) months prior to or eighteen (18) months following the effective date of a Change of Control, then in addition to all Accrued Benefits, Employee will be entitled to receive severance benefits as follows (less standard deductions and withholdings): (i) an amount equal to twenty four (24) months (the “Change of Control Severance Period”) of the greater of (A) the monthly base salary which Employee was receiving immediately prior to the Involuntary Termination or (B) the monthly base salary which Employee was receiving immediately prior to the Change of Control, in each case, payable in a lump sum on the first payroll date following the date the Release (as described in Section 4(b)) becomes effective and irrevocable; (ii) an amount equal to 200% of the greater of: (A) Employee’s target bonus for the year of the Involuntary Termination, or (B) the average bonus paid by the

-2-

Company to Employee for services during each of the three 12-month periods (or such shorter period of time during which Employee was eligible for a bonus) prior to the Involuntary Termination date, payable in a lump sum on the first payroll date following the date the Release (as described in Section 4(b)) becomes effective and irrevocable; and (iii) reimbursement for or continuation of payment by the Company of its portion of the health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law through the earlier of the end of the Change of Control Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. In addition, on the date of such Involuntary Termination, Employee’s Equity Awards shall generally immediately vest, become exercisable and/or the restrictions thereon lapse with respect to one hundred percent (100%) of the shares of Company common stock subject thereto; provided, however, that with respect to any Equity Awards granted after the Effective Date with performance vesting conditions and a designated “target” vesting level and a “maximum” vesting level that is a multiple of the target vesting level, for purposes of determining the number of shares subject to such Equity Awards that will accelerate vesting, the performance vesting conditions will generally be deemed satisfied at the greater of: (A) the applicable level of performance attained through the date of Involuntary Termination, or (B) the target performance vesting level. Employee’s Equity Awards shall otherwise be subject to the terms of the plan and option or award agreement pursuant to which such options and other equity awards were granted. For the avoidance of doubt, the payments under this Section 2(b) (if applicable) shall be paid in lieu of, and not in addition to, any similar payments described in Section 2(a) with any amounts that may have been previously provided under Section 2(a) counting as payments under Section 2(b).

(c)

Termination for Cause. Notwithstanding any other provision of this Agreement to the contrary, if Employee’s employment is terminated for Cause at any time, then Employee shall not be entitled to receive payment of any severance benefits, or any continuation or acceleration of Equity Award vesting or relinquishment of forfeiture and transfer restrictions on Equity Awards. Employee will receive payment(s) for all Accrued Benefits.

(d)

Voluntary Resignation; Death, Disability. If Employee voluntarily resigns from the Company under circumstances which do not constitute an Involuntary Termination, or if Employee’s employment terminates as a result of Employee’s death or permanent disability, then Employee shall not be entitled to receive payment of any severance benefits, or Equity Award acceleration, or relinquishment of forfeiture and transfer restrictions on Equity Awards. Employee (or Employee’s estate or beneficiary, as applicable) will receive payment(s) for all Accrued Benefits.

(e)

Asset Sale and Equity Awards. Subject to Employee’s continued employment with the Company through the date of an Asset Sale, the Employee’s Equity Awards shall generally immediately vest, become exercisable and/or the restrictions thereon lapse with respect to one hundred percent (100%) of the shares of Company common stock subject thereto; provided, however, that with respect to any Equity Awards granted after the Effective Date with performance vesting conditions and a designated “target” vesting level and a “maximum” vesting level that is a multiple of the target vesting level, for purposes of determining the number of shares subject to such Equity Awards that will accelerate vesting, the performance vesting conditions will

-3-

generally be deemed satisfied at the greater of: (A) the applicable level of performance attained through the date of the Asset Sale, or (B) the target performance vesting level.

Definition of Terms. The following terms referred to in this Agreement shall have the following meanings:

(a)

“Affiliate” means, with respect to any specific entity, any other entity that, now or in the future, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity.

(b)

“Asset” means the sale, exchange, or transfer of all or substantially all the assets of the Company.

(c)

“Cause” means any of the following: (i) Employee’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Company or Affiliate documents or records; (ii) Employee’s material failure to abide by a Company’s or Affiliate’s code of conduct or other policies (including without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) Employee’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company or an Affiliate (including, without limitation, Employee’s improper use or disclosure of confidential or proprietary information); (iv) any intentional act by Employee which has a material detrimental effect on the Company or an Affiliate’s reputation or business; (v) Employee’s repeated failure or inability to perform any reasonable assigned duties after written notice from the Company or an Affiliate (including, without limitation, habitual absence from work for reasons other than illness), and a reasonable opportunity to cure, such failure or inability; (vi) any material breach by Employee of any employment or service agreement between Employee and the Company or an Affiliate, which breach is not cured pursuant to the terms of such agreement; or (vii) Employee’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs Employee’s ability to perform his or her duties with the Company or an Affiliate.

(d)

“Change in Control” means the occurrence of either of the following:

(i)

an Ownership Change Event or a series of related Ownership Change Events (collectively, a “Transaction”) in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or such surviving entity immediately outstanding after the Transaction, or

(ii)

-4-

beneficial ownership of more than fifty percent (50%) of the total combined voting power of the entity to which the assets of the Company were transferred (the “Transferee”), as the case may be.

For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, the surviving entity or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Board shall have the right to determine whether multiple sales or exchanges of the voting securities in the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive. The Board may also, but need not, specify that other transactions or events constitute a Change in Control.

(e)

“Equity Awards” means the stock options, restricted stock, restricted stock units, performance stock units and other equity awards granted to Employee by the Company.

(f)

“Involuntary Termination” shall include any termination by the Company other than for Cause (except due to Employee’s death or disability) and Employee’s voluntary termination within sixty days following the occurrence of any of the following events without Employee’s written consent: (i) a material reduction or change in job duties, responsibilities and requirements inconsistent with Employee’s position with the Company and Employee’s prior duties, responsibilities and requirements or a material negative change in Employee’s reporting relationship; (ii) a material reduction of Employee’s base compensation (other than in connection with a general decrease in base salaries for officers of the Company or successor corporation generally); or (iii) Employee’s refusal to relocate to a facility or location more than forty miles from the Company’s current location, provided that Employee will not resign due to such change, reduction or relocation without first providing the Company with written notice of the event or events constituting the grounds for his voluntary resignation within thirty days of the initial existence of such grounds and a reasonable cure period of not less than thirty days following the date of such notice.

(g)

“Ownership Change Event” means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company.

Limitation and Conditions on Payments.

(a)

Parachute Payments. In the event that the severance and other benefits provided for in this Agreement to the Employee: (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Sections 2(a) and 2(b) shall be payable either:

(i)

in full; or

-5-

(ii)

as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits under Section 2(a) and 2(b), notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Any determination required under this Section 4 shall be made in writing by independent public accountants selected by the Company (the “Accountants”), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. Any reduction in severance benefits required by this Section 4 shall occur in a manner necessary to provide the Employee with the greatest economic benefit. If more than one manner of reduction of severance benefits necessary to arrive at the reduced amount yields the greatest economic benefit to the service provider, the payments and benefits shall be reduced pro rata.

(b)

Release Prior to Receipt of Benefits. Prior to the receipt of any benefits under Section 2(a) or 2(b) of this Agreement, Employee shall execute a release of claims agreement in the form provided by the Company (the “Release”) and such Release shall become effective and irrevocable not later than fifty-two (52) days following Employee’s employment termination. Such Release shall specifically relate to all of Employee’s rights and claims in existence at the time of such execution and shall confirm Employee’s obligations under the Company’s standard form of proprietary information agreement. In no event will severance benefits be provided to Employee until the Release becomes effective. In the event severance payments are delayed because of the effective date of the Release, the Company will pay Employee the severance payments, that Employee would otherwise have received under Section 2(a) or Section 2(b) as applicable on or prior to the effective date of the Release, on the first regular payroll pay day following the effective date of the Release, with the balance of the payments being paid as originally scheduled.

(c)

Cooperation. As a condition to the receipt of benefits under this Agreement, Employee agrees to be reasonably available to answer questions and provide information requested by the Company relating the transition of Employee’s role to Employee’s successor. In addition, as a condition to the receipt of benefits under this Agreement, Employee agrees to reasonably cooperate (with due regard given to Employee’s other commitments), (i) with the Company in the defense of any legal matter not adverse to Employee and involving any matter that arose during Employee’s employment with the Company or any of its affiliates; and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding pertaining to the Company or any of its affiliates, in each case, relating to Employee’s employment period and not adverse to Employee. The Company will reimburse Employee for any

-6-

reasonable travel and out-of-pocket costs and expenses incurred by Employee in providing such cooperation.

(d)

Return of Company Property. Prior to the receipt of any benefits under this Agreement, Employee shall return all property belonging to the Company or its affiliates (including, but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company). Employee may retain your address books (including as electronic files) provided that such items only include contact information.

Section 409A. All severance payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder. Notwithstanding any provision to the contrary in this Agreement, if Employee is deemed by the Company at the time of Employee’s separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), such portion of Employee’s benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s “separation of service” with the Company or (ii) the date of Employee’s death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 5 shall be paid in a lump sum to Employee, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Employee’s right to receive installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. It is intended that none of the severance payments and benefits to be provided hereunder will be subject to Section 409A of the Code and any ambiguities herein will be interpreted to be so exempt. Employee and the Company agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A of the Code. Notwithstanding anything to the contrary contained herein, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Code Section 409A a delay in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Code Section 409A(a)(4)(C).

-7-

Restrictive Covenants.

(a)

Confidential Information. Employee acknowledges that the information, observations and data obtained by Employee while providing services to the Company concerning the business or affairs of the Company or any of its Affiliates (the “Company Group”) or any information of third parties with which the Company Group has been entrusted (“Confidential Information”) are the property of the Company Group. For clarity, Confidential Information includes, but is not limited to, information relating to any past, current or anticipated future business, product, service, process, or practice of the Company Group and/or their respective affiliates, subcontractors, agents, customers, clients, vendors, licensors, licensees, suppliers, or franchisees that is not generally available to the public through legitimate means and that any of the foregoing persons derives any tangible or intangible benefit from such information not being generally available to the public through legitimate means and includes, by way of example, trade secrets; inventions (whether or not patentable); professional and technical manuals; business forms and processes; computer systems (including hardware, software, databases and information technology systems); client service or other methodologies; sales and related forecasts; marketing and business development plans and strategies; client and prospective client files, lists and materials, and all other information related to clients or prospective clients; research materials; work product and deliverables; and project notes and plans. Employee agrees that he shall keep Confidential Information in strict confidence and shall not directly or indirectly disclose to any unauthorized person or use for his own account any Confidential Information without the prior written consent of the Board, unless and then only to the extent that the Confidential Information is or becomes generally known to and available for use by the public other than as a result of Employee’s acts or omissions to act or are obtained from a third party without restrictions on further disclosure. Employee shall deliver to the Company on the date of his separation from the Company, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information, inventions, improvements and discoveries of the business of the Company Group which he may then possess or have under his control. For Confidential Information not constituting a trade secret within the meaning of applicable law, the foregoing covenants shall expire at the later of (i) three (3) years following the termination of Employee’s employment with or service to the Company for any reason or (ii) the maximum period permitted by applicable law. Notwithstanding the foregoing, nothing in this Agreement will limit or prevent Employee from: (a) reporting any good faith allegations of criminal conduct to appropriate officials; (b) participating in proceedings with or otherwise speaking to appropriate federal, state, or local enforcement agencies (including but not limited to the Equal Employment Opportunity Commission or the National Labor Relations Board (and any similar state or local entities or departments/divisions/commissions on human rights) or attorneys general); (c) making any truthful statements or disclosures permitted or required by law; (d) making other disclosures that are protected under whistleblower provisions of law; (e) responding to inquiries from, or otherwise cooperating with, any governmental or regulatory investigation; (f) requesting or receiving confidential legal advice; (g) discussing or disclosing information about unlawful acts in the workplace, such as harassment, discrimination, retaliation, or any other conduct that Employee has reason to believe is unlawful or that is recognized as a clear mandate against public policy; (h) engaging in concerted activity protected under the National Labor Relations Act (the “NLRA”); or (i) testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged unlawful employment practices when required or requested pursuant to court

-8-

order, subpoena, or written request by an appropriate agency or entity (the “Protected Activities”). Employee does not need prior authorization to engage in Protected Activities and is not required to notify the Company that Employee has engaged in any Protected Activities.

(b)

Defend Trade Secrets Act. Pursuant to the Defend Trade Secrets Act of 2016, the Parties acknowledge that Employee shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Employee may disclose the trade secret to the Employee’s attorney and may use the trade secret information in the court proceeding, if the Employee (X) files any document containing the trade secret under seal and (Y) does not disclose the trade secret, except pursuant to court order.

(c)

Intellectual Property, Inventions, and Patents. Employee acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company Group’s actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Employee (whether alone or jointly with others) while providing services to the Company Group, whether before or after the date of this Agreement (“Work Product”), belong to the Company Group. Employee shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the period during which Employee provides services to the Company Group) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). Employee acknowledges that all Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended. To the extent effective, Employee is hereby advised that this paragraph regarding the Company Group’s ownership of Work Product does not apply to any invention for which no equipment, supplies, facilities or trade secret information of the Company Group was used and which was developed entirely on Employee’s own time, unless (i) the invention relates to the business of the Company Group or to the Company Group’s actual or demonstrably anticipated research or development or (ii) the invention results from any work performed by Employee for the Company Group. Specifically, if Employee is located in North Carolina, Employee hereby acknowledges that Employee has been notified of his rights under North Carolina General Statutes Section 66-57.1, which provides as follows:

-9-

extent a provision in the foregoing Agreement purports to require you to assign an invention otherwise excluded under the preceding paragraph, the provision is against the public policy of North Carolina and is unenforceable.

(d)

Non-Competition and Non-Solicitation

(i)

As a condition to, and in further consideration of, the compensation and benefits being provided hereunder, (i) the Parties acknowledge and agree that the provision of Confidential Information, trade secrets and goodwill of the Company Group’s business are mutually agreed upon consideration for the purposes of the terms of this Section 6(c)(i) and (ii) Employee acknowledges that he has access to and shall become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group, all of which items Employee has not previously been given and that Employee would not be given but for execution of this Agreement, and therefore, Employee agrees that, during the period beginning on the date hereof and ending twenty-four (24) months after the date on which Employee’s employment or other engagement with the Company or any of its Subsidiaries is terminated for any reason (the “Restricted Period”), he shall not, directly or indirectly, including through another person, either for Employee or for any other person, own any interest in, manage, control, participate in, consult with, render services for, permit Employee’s name to be used, be employed in an executive, managerial, administrative capacity by, or in any manner engage in, any business engaged directly or indirectly in any business or entity competing with the businesses of the Company Group as such businesses exist or are in process during the period in which Employee is employed by the Company or any of its Subsidiaries, within the State of North Carolina and any other geographical area in which Employee engaged in such business or in which any of Employee’s clients or customers were located at any time during such period. For purposes of this Agreement, the term “participate” includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, seller, franchisor, franchisee, creditor or owner. Nothing herein shall prohibit Employee from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee has no active participation in the business of such corporation.

(ii)

In addition, during the Restricted Period, Employee shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee or independent contractor of the Company Group to leave the employ of the Company Group, or in any way interfere with the relationship between the Company Group and any employee thereof, (ii) hire any person who is an employee of or service provider for the Company Group or (iii) induce or attempt to solicit or induce any customer, supplier, distributor, licensee, licensor, or franchisee of the Company Group with whom Employee had contact or about whom Employee received Confidential Information while employed by the Company or the Company Group to cease or refrain from doing business with, or otherwise modify adversely its relationship with, the Company Group, or in any way interfere with

-10-

the relationship between any such customer, supplier, or licensee and the Company Group.

(iii)

Employee agrees that he shall not make, either publicly or privately, verbally or in writing, any false and derogatory, disparaging, or maliciously untruthful statements or communications regarding the Company Group or their employees. Notwithstanding the foregoing, nothing in this Agreement shall be construed as prohibiting or in any way limiting Employee from engaging in Protected Activities.

(iv)

If, at the time of enforcement of Section 6, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Employee acknowledges that the restrictions contained in this Section 6 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel.

(v)

In addition, in the event of a breach or violation by Employee of this Section 6, the Restricted Period shall be automatically extended by the amount of time between the initial occurrence of the breach or violation and when such breach or violation has been duly cured.

(vi)

Employee acknowledges and agrees that Employee’s receipt of the consideration set forth in this Agreement, including but not limited to the severance payments and benefits set forth in Section 2, is expressly conditioned upon Employee’s compliance with the provisions of this Section 6. In the event of a breach or a threatened breach by Employee of any of the provisions of this Section 6, the Company Group would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company Group shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). Further, in the event of a breach or a threatened breach by Employee of any of the provisions of this Section 6, the Company shall immediately cease payment of any outstanding severance payments or benefits to Employee and shall request immediate repayment of any severance payments or benefits already paid to Employee.

(vii)

Employee acknowledges that Employee has been provided with at least five (5) days to consider the covenants in the Agreement, although Employee may execute the Agreement prior to the expiration of that five (5) day period. Employee further acknowledges that Employee has the right to consult with an attorney prior to executing the Agreement.

-11-

Conflicts. Employee represents that Employee’s performance of all the terms of this Agreement will not breach any other agreement to which Employee is a party. Employee has not, and will not during the term of this Agreement, enter into any oral or written agreement in conflict with any of the provisions of this Agreement. Employee further represents that Employee is entering into or has entered into an employment relationship with the Company of Employee’s own free will and that Employee has not been solicited as an employee in any way by the Company.

Successors. Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. The terms of this Agreement and all of Employee’s rights hereunder and thereunder shall inure to the benefit of, and be enforceable by, Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

Notice. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. Mailed notices to Employee shall be addressed to Employee at the home address which Employee most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

10.

Miscellaneous Provisions.

(a)

No Duty to Mitigate. Employee shall not be required to mitigate the amount of any payment contemplated by this Agreement (whether by seeking new employment or in any other manner), nor shall any such payment be reduced by any earnings that Employee may receive from any other source.

(b)

Waiver. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Employee and by an authorized officer of the Company (other than Employee). No waiver by either Party of any breach of, or of compliance with, any condition or provision of this Agreement by the other Party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(c)

Whole Agreement. No agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this Agreement have been made or entered into by either Party with respect to the subject matter hereof. This Agreement supersedes any agreement of the same title and concerning similar subject matter dated prior to the Effective Date, including but not limited to the Prior Agreement, and by execution of this Agreement both Parties agree that any such predecessor agreement, including but not limited to the Prior Agreement, shall be deemed null and void.

-12-

(d)

Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of North Carolina without reference to conflict of laws provisions.

(e)

Severability. If any term or provision of this Agreement or the application thereof to any circumstance shall, in any jurisdiction and to any extent, be invalid or unenforceable, such term or provision shall be ineffective as to such jurisdiction to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining terms and provisions of this Agreement or the application of such terms and provisions to circumstances other than those as to which it is held invalid or unenforceable, and a suitable and equitable term or provision shall be substituted therefore to carry out, insofar as may be valid and enforceable, the intent and purpose of the invalid or unenforceable term or provision.

(f)

Arbitration. To ensure the rapid and economical resolution of disputes that may arise in connection with Employee’s employment with the Company, Employee and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to Employee’s employment, or the termination of that employment, will be resolved pursuant to the Federal Arbitration Act (“FAA”) and to the fullest extent permitted by law, by final, binding and confidential arbitration governed by the FAA and conducted by JAMS or its successors, under the then current rules of JAMS for employment disputes, currently available at https://www.jamsadr.com/rules-employment-arbitration; provided that the arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (ii) issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. Both Employee and the Company shall be entitled to all rights and remedies that either Employee or the Company would be entitled to pursue in a court of law. The Company shall pay all fees, including the arbitrator’s fee. Nothing in this Agreement is intended to prevent either Employee or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.

(g)

Legal Fees and Expenses. The Parties shall each bear their own expenses, legal fees and other fees incurred in connection with this Agreement.

(h)

No Assignment of Benefits. The rights of any person to payments or benefits under this Agreement shall not be made subject to option or assignment, either by voluntary or involuntary assignment or by operation of law, including (without limitation) bankruptcy, garnishment, attachment or other creditor’s process, and any action in violation of this Section 10(h) shall be void.

(i)

Employment Taxes. All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes.

(j)

-13-

this Agreement, neither this Agreement nor any rights or obligations under this Agreement are assignable or delegable by the Employee. This Agreement shall be binding upon and inure to the benefit of the (i) Company and its successors, assigns and legal representatives and (ii) Employee and his or her heirs, executors, personal representatives, administrators and legal representatives.

(k)

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

(l)

Amendment. This Agreement cannot be amended or modified except by a written agreement signed by the Employee and the Company.

[Signature page follows]

-14-

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

HERON THERAPEUTICS, INC.

By: /s/ Craig Collard

Name: Craig Collard

Title: Chief Executive Officer

EMPLOYEE

By: /s/ William Forbes

Name: William Forbes

Address:

-15-

EX-10.3

Filename: hrtx-ex10_3.htm · Sequence: 4

EX-10.3

Exhibit 10.3

HERON THERAPEUTICS, INC.

AMENDED AND RESTATED MANAGEMENT RETENTION AGREEMENT

This Amended and Restated Management Retention Agreement (this “Agreement”) is dated and effective as of April 3, 2026 (the “Effective Date”), by and between Ira Duarte (“Employee”) and Heron Therapeutics, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Employee with certain benefits described herein upon the occurrence of specific events. The Company and the Employee may each be referred to herein as a “Party” and, collectively, as the “Parties”. As of the Effective Date, this Agreement amends, restates and supersedes in its entirety that Management Retention Agreement dated June 16, 2023 by and between the Parties (the “Prior Agreement”). Certain capitalized terms used herein have the meanings set forth in Section 3 below.

RECITALS

To accomplish the foregoing objectives, the Board of Directors has directed the Company, upon execution of this Agreement by Employee, to agree to the terms provided in this Agreement.

AGREEMENT

Benefits Upon Termination of Employment; Asset Sale.

(a)

(b)

-2-

(c)

(d)

(e)

-3-

be deemed satisfied at the greater of: (A) the applicable level of performance attained through the date of the Asset Sale, or (B) the target performance vesting level.

Definition of Terms. The following terms referred to in this Agreement shall have the following meanings:

(a)

(b)

“Asset Sale” means the sale, exchange, or transfer of all or substantially all of the assets of the Company.

(c)

(d)

“Change in Control” means the occurrence of either of the following:

(i)

(ii)

-4-

beneficial ownership of more than fifty percent (50%) of the total combined voting power of the entity to which the assets of the Company were transferred (the “Transferee”), as the case may be.

For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, the surviving entity or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Board shall have the right to determine whether multiple sales or exchanges of the voting securities in the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive. The Board may also, but need not, specify that other transactions or events constitute a Change in Control.

(e)

“Equity Awards” means the stock options, restricted stock, restricted stock units, performance stock units and other equity awards granted to Employee by the Company.

(f)

(g)

Limitation and Conditions on Payments.

(a)

(i)

in full; or

-5-

(ii)

(b)

(c)

-6-

period and not adverse to Employee. The Company will reimburse Employee for any reasonable travel and out-of-pocket costs and expenses incurred by Employee in providing such cooperation.

(d)

Restrictive Covenants.

(a)

-7-

business, product, service, process, or practice of the Company Group and/or their respective affiliates, subcontractors, agents, customers, clients, vendors, licensors, licensees, suppliers, or franchisees that is not generally available to the public through legitimate means and that any of the foregoing persons derives any tangible or intangible benefit from such information not being generally available to the public through legitimate means and includes, by way of example, trade secrets; inventions (whether or not patentable); professional and technical manuals; business forms and processes; computer systems (including hardware, software, databases and information technology systems); client service or other methodologies; sales and related forecasts; marketing and business development plans and strategies; client and prospective client files, lists and materials, and all other information related to clients or prospective clients; research materials; work product and deliverables; and project notes and plans. Employee agrees that he shall keep Confidential Information in strict confidence and shall not directly or indirectly disclose to any unauthorized person or use for his own account any Confidential Information without the prior written consent of the Board, unless and then only to the extent that the Confidential Information is or becomes generally known to and available for use by the public other than as a result of Employee’s acts or omissions to act or are obtained from a third party without restrictions on further disclosure. Employee shall deliver to the Company on the date of his separation from the Company, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information, inventions, improvements and discoveries of the business of the Company Group which he may then possess or have under his control. For Confidential Information not constituting a trade secret within the meaning of applicable law, the foregoing covenants shall expire at the later of (i) three (3) years following the termination of Employee’s employment with or service to the Company for any reason or (ii) the maximum period permitted by applicable law. Notwithstanding the foregoing, nothing in this Agreement will limit or prevent Employee from: (a) reporting any good faith allegations of criminal conduct to appropriate officials; (b) participating in proceedings with or otherwise speaking to appropriate federal, state, or local enforcement agencies (including but not limited to the Equal Employment Opportunity Commission or the National Labor Relations Board (and any similar state or local entities or departments/divisions/commissions on human rights) or attorneys general); (c) making any truthful statements or disclosures permitted or required by law; (d) making other disclosures that are protected under whistleblower provisions of law; (e) responding to inquiries from, or otherwise cooperating with, any governmental or regulatory investigation; (f) requesting or receiving confidential legal advice; (g) discussing or disclosing information about unlawful acts in the workplace, such as harassment, discrimination, retaliation, or any other conduct that Employee has reason to believe is unlawful or that is recognized as a clear mandate against public policy; (h) engaging in concerted activity protected under the National Labor Relations Act (the “NLRA”); or (i) testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged unlawful employment practices when required or requested pursuant to court order, subpoena, or written request by an appropriate agency or entity (the “Protected Activities”). Employee does not need prior authorization to engage in Protected Activities and is not required to notify the Company that Employee has engaged in any Protected Activities.

(b)

-8-

solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Employee may disclose the trade secret to the Employee’s attorney and may use the trade secret information in the court proceeding, if the Employee (X) files any document containing the trade secret under seal and (Y) does not disclose the trade secret, except pursuant to court order.

(c)

Intellectual Property, Inventions and Patents. Employee acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company Group’s actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Employee (whether alone or jointly with others) while providing services to the Company Group, whether before or after the date of this Agreement (“Work Product”), belong to the Company Group. Employee shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the period during which Employee provides services to the Company Group) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). Employee acknowledges that all Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended. To the extent effective, Employee is hereby advised that this paragraph regarding the Company Group’s ownership of Work Product does not apply to any invention for which no equipment, supplies, facilities or trade secret information of the Company Group was used and which was developed entirely on Employee’s own time, unless (i) the invention relates to the business of the Company Group or to the Company Group’s actual or demonstrably anticipated research or development or (ii) the invention results from any work performed by Employee for the Company Group. Specifically, if Employee is located in North Carolina, Employee hereby acknowledges that Employee has been notified of his rights under North Carolina General Statutes Section 66-57.1, which provides as follows:

(d)

Non-Competition and Non-Solicitation.

(i)

As a condition to, and in further consideration of, the compensation and benefits being provided hereunder, (i) the Parties acknowledge and agree that the provision of

-9-

Confidential Information, trade secrets and goodwill of the Company Group’s business are mutually agreed upon consideration for the purposes of the terms of this Section 6(c)(i) and (ii) Employee acknowledges that he has access to and shall become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group, all of which items Employee has not previously been given and that Employee would not be given but for execution of this Agreement, and therefore, Employee agrees that, during the period beginning on the date hereof and ending twenty-four (24) months after the date on which Employee’s employment or other engagement with the Company or any of its Subsidiaries is terminated for any reason (the “Restricted Period”), he shall not, directly or indirectly, including through another person, either for Employee or for any other person, own any interest in, manage, control, participate in, consult with, render services for, permit Employee’s name to be used, be employed in an executive, managerial, administrative capacity by, or in any manner engage in, any business engaged directly or indirectly in any business or entity competing with the businesses of the Company Group as such businesses exist or are in process during the period in which Employee is employed by the Company or any of its Subsidiaries, within the State of North Carolina and any other geographical area in which Employee engaged in such business or in which any of Employee’s clients or customers were located at any time during such period. For purposes of this Agreement, the term “participate” includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, seller, franchisor, franchisee, creditor or owner. Nothing herein shall prohibit Employee from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee has no active participation in the business of such corporation.

(ii)

(iii)

(iv)

-10-

permitted by law. Employee acknowledges that the restrictions contained in this Section 6 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel.

(v)

(vi)

(vii)

-11-

shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

10.

Miscellaneous Provisions.

(a)

(b)

(c)

(d)

(e)

(f)

-12-

relief as would otherwise be permitted by law; and (ii) issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. Both Employee and the Company shall be entitled to all rights and remedies that either Employee or the Company would be entitled to pursue in a court of law. The Company shall pay all fees, including the arbitrator’s fee. Nothing in this Agreement is intended to prevent either Employee or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.

(g)

Legal Fees and Expenses. The Parties shall each bear their own expenses, legal fees and other fees incurred in connection with this Agreement.

(h)

(i)

Employment Taxes. All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes.

(j)

Assignment by Company. The Company may assign its rights under this Agreement to an Affiliate, and an Affiliate may assign its rights under this Agreement to another Affiliate of the Company or to the Company. In the case of any such assignment, the term “Company” when used in a section of this Agreement shall mean the corporation that actually employs the Employee. Because of the unique and personal nature of the Employee’s duties under this Agreement, neither this Agreement nor any rights or obligations under this Agreement are assignable or delegable by the Employee. This Agreement shall be binding upon and inure to the benefit of the (i) Company and its successors, assigns and legal representatives and (ii) Employee and his or her heirs, executors, personal representatives, administrators and legal representatives.

(k)

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

(l)

Amendment. This Agreement cannot be amended or modified except by a written agreement signed by the Employee and the Company.

[Signature page follows]

-13-

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

HERON THERAPEUTICS, INC.

By: /s/ Craig Collard

Name: Craig Collard

Title: Chief Executive Officer

EMPLOYEE

By: /s/ Ira Duarte

Name: Ira Duarte

Address:

-14-

EX-10.4

Filename: hrtx-ex10_4.htm · Sequence: 5

EX-10.4

Exhibit 10.4

HERON THERAPEUTICS, INC.

AMENDED AND RESTATED MANAGEMENT RETENTION AGREEMENT

This Amended and Restated Management Retention Agreement (this “Agreement”) is dated and effective as of April 3, 2026 (the “Effective Date”), by and between Mark Hensley (“Employee”) and Heron Therapeutics, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Employee with certain benefits described herein upon the occurrence of specific events. The Company and the Employee may each be referred to herein as a “Party” and, collectively, as the “Parties”. As of the Effective Date, this Agreement amends, restates and supersedes in its entirety that Management Retention Agreement dated April 28, 2025 by and between the Parties (the “Prior Agreement”). Certain capitalized terms used herein have the meanings set forth in Section 3 below.

RECITALS

To accomplish the foregoing objectives, the Board of Directors has directed the Company, upon execution of this Agreement by Employee, to agree to the terms provided in this Agreement.

AGREEMENT

Benefits Upon Termination of Employment; Asset Sale.

(a)

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary Termination at any time under circumstances other than as covered in paragraph 2(b) below, then in addition to all base salary and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination, less standard deductions and withholdings (the “Accrued Benefits”), Employee will be entitled to receive severance benefits as follows (less standard deductions and withholdings): (i) an amount equal to twelve (12) months (the “Severance Period”) of the monthly base salary which Employee was receiving immediately prior to the Involuntary Termination payable in a lump sum on the first payroll date following the date the Release (as described in Section 4(b)) becomes effective and irrevocable; (ii) an amount equal to 100% of the greater of: (A) Employee’s target bonus for the year of the Involuntary Termination, or (B) the average bonus paid by the Company to Employee for services during each of the three 12-month periods (or such shorter period of time during which Employee was eligible for a bonus) prior to the Involuntary Termination date, payable in a lump sum on the first payroll date following the date the Release (as described in Section 4(b) becomes effective and irrevocable; and (iii) reimbursement for or continuation of payment by the Company of its portion of the health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. In addition, on the date of such Involuntary Termination, Employee’s Equity Awards that are then otherwise eligible to vest conditioned solely on Employee’s continued services shall immediately vest, become exercisable and/or the restrictions thereon lapse with respect to that number of shares of Company common stock that otherwise would have vested during the Severance Period had Employee’s employment continued until the end of the Severance Period. In addition, on the date of such Involuntary Termination, Employee’s performance-based stock option award shall immediately vest and become exercisable assuming a stock price goal achievement equal to the highest closing price of a share of Company common stock during the term of such option prior to such Involuntary Termination. Employee’s Equity Awards shall otherwise be subject to the terms of the plan and award agreement pursuant to which Equity Awards were granted.

(b)

Severance Upon a Change of Control Involuntary Termination. In the event that Employee suffers an Involuntary Termination within three (3) months prior to or eighteen (18) months following the effective date of a Change of Control, then in addition to Accrued Benefits, Employee will be entitled to receive severance benefits as follows (less standard deductions and withholdings): (i) an amount equal to twenty four (24) months (the “Change of Control Severance Period”) of the greater of (A) the monthly base salary which Employee was receiving immediately prior to the Involuntary Termination or (B) the monthly base salary which

-2-

Employee was receiving immediately prior to the Change of Control, in each case, payable in a lump sum on the first payroll date following the date the Release (as described in Section 4(b) becomes effective and irrevocable; (ii) an amount equal to 200% of the greater of: (A) Employee’s target bonus for the year of the Involuntary Termination, or (B) the average bonus paid by the Company to Employee for services during each of the three 12-month periods (or such shorter period of time during which Employee was eligible for a bonus) prior to the Involuntary Termination date, payable in a lump sum on the first payroll date following the date the Release (as described in Section 4(b)) becomes effective and irrevocable; and (iii) reimbursement for or continuation of payment by the Company of its portion of the health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law through the earlier of the end of the Change of Control Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. In addition, on the date of such Involuntary Termination, Employee’s Equity Awards shall generally immediately vest, become exercisable and/or the restrictions thereon lapse with respect to one hundred percent (100%) of the shares of Company common stock subject thereto; provided, however, that with respect to any Equity Awards granted after the Effective Date with performance vesting conditions and a designated “target” vesting level and a “maximum” vesting level that is a multiple of the target vesting level, for purposes of determining the number of shares subject to such Equity Awards that will accelerate vesting, the performance vesting conditions will generally be deemed satisfied at the greater of: (A) the applicable level of performance attained through the date of Involuntary Termination, or (B) the target performance vesting level. In addition, if such Involuntary Termination occurs during the three-month period preceding a Change of Control, Employee’s performance-based stock option award shall remain outstanding through the date of such Change of Control (but no later than the original expiration date of such option) and shall vest upon such Change of Control as described in Employee’s offer letter with the Company. Employee’s stock options, restricted stock and other equity awards shall otherwise be subject to the terms of the plan and option or award agreement pursuant to which such options and other equity awards were granted. For the avoidance of doubt, the payments under this Section 2(b) (if applicable) shall be paid in lieu of, and not in addition to, any similar payments described in Section 2(a) with any amounts that may have been previously provided under Section 2(a) counting as payments under Section 2(b).

(c)

(d)

-3-

(e)

Definition of Terms. The following terms referred to in this Agreement shall have the following meanings:

(a)

(b)

“Asset Sale” means the sale, exchange, or transfer of all or substantially all of the assets of the Company.

(c)

(d)

“Change of Control” means the occurrence of either of the following:

(i)

-4-

power of the outstanding voting securities of the Company or such surviving entity immediately outstanding after the Transaction, or

(ii)

For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, the surviving entity or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Board of Directors shall have the right to determine whether multiple sales or exchanges of the voting securities in the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive. The Board of Directors may also, but need not, specify that other transactions or events constitute a Change of Control.

(e)

“Equity Awards” means the stock options, restricted stock, restricted stock units, performance stock units and other equity awards granted to Employee by the Company.

(f)

“Involuntary Termination” shall include any termination (i) by the Company other than for Cause (except due to Employee’s death or disability), (ii) other than due to permanent disability or death, and (iii) Employee’s voluntary termination within sixty days following the occurrence of any of the following events without Employee’s written consent: (i) a material reduction or change in job duties, responsibilities and requirements inconsistent with Employee’s position with the Company and Employee’s prior duties, responsibilities and requirements or a material negative change in Employee’s reporting relationship; (ii) a material reduction of Employee’s base compensation (other than in connection with a general decrease in base salaries for officers of the Company or successor corporation generally); or (iii) Employee’s refusal to relocate to a facility or location more than forty miles from the Company’s current location, provided that Employee will not resign due to such change, reduction or relocation without first providing the Company with written notice of the event or events constituting the grounds for his voluntary resignation within thirty days of the initial existence of such grounds and a reasonable cure period of not less than thirty days following the date of such notice, and Employee actually terminates employment within ninety days of such initial existence.

(g)

-5-

Limitation and Conditions on Payments.

(a)

(i)

in full; or

(ii)

as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits under Section 2(a) and 2(b), notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Any determination required under this Section 4 shall be made in writing by independent public accountants selected by the Company (the “Accountants”), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. Any reduction in severance benefits required by this Section 4 shall occur in a manner necessary to provide the Employee with the greatest economic benefit. If more than one manner of reduction of severance benefits necessary to arrive at the reduced amount yields the greatest benefit to the service provider, the payments and benefits shall be reduced pro rata.

(b)

Release Prior to Receipt of Benefits. Prior to the receipt of any benefits under Section 2(a) or 2(b) of this Agreement (other than any accrued compensation due under applicable law), Employee shall execute a release of claims agreement in the form provided by the Company (the “Release”) and such Release shall become effective and irrevocable not later than fifty-two (52) days following Employee’s employment termination. Such Release shall specifically relate to all of Employee’s rights and claims in existence at the time of such execution and shall confirm Employee’s obligations under the Company’s standard form of proprietary information agreement. In no event will severance benefits be provided to Employee until the Release becomes effective. In the event severance payments are delayed because of the effective date of the Release, the Company will pay Employee the severance payments, that Employee would otherwise have received under Section 2(a) or Section 2(b) as applicable on or prior to the effective date of the Release, on the first regular payroll pay day following the effective date of the Release, with the balance of the payments being paid as originally scheduled.

-6-

(c)

(d)

Section 409A. All severance payments to be made upon a termination of employment under this Agreement may be made only upon a “separation from service” within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder. Notwithstanding any provision to the contrary in this Agreement, if Employee is deemed by the Company at the time of Employee’s separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), such portion of Employee’s benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s “separation of service” with the Company or (ii) the date of Employee’s death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 5 shall be paid in a lump sum to Employee, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Employee’s right to receive installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. It is intended that none of the severance payments and benefits to be provided hereunder will be subject to Section 409A of the Code and any ambiguities herein will be interpreted to be so exempt. Employee and the Company agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A of the Code. Notwithstanding anything to the contrary contained herein, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Code Section 409A a delay

-7-

in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Code Section 409A(a)(4)(C).

Restrictive Covenants.

(a)

-8-

engaging in concerted activity protected under the National Labor Relations Act (the “NLRA”); or (i) testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged unlawful employment practices when required or requested pursuant to court order, subpoena, or written request by an appropriate agency or entity (the “Protected Activities”). Employee does not need prior authorization to engage in Protected Activities and is not required to notify the Company that Employee has engaged in any Protected Activities.

(b)

(c)

Intellectual Property, Inventions, and Patents.

Employee acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company Group’s actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Employee (whether alone or jointly with others) while providing services to the Company Group, whether before or after the date of this Agreement (“Work Product”), belong to the Company Group. Employee shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the period during which Employee provides services to the Company Group) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). Employee acknowledges that all Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended. To the extent effective, Employee is hereby advised that this paragraph regarding the Company Group’s ownership of Work Product does not apply to any invention for which no equipment, supplies, facilities or trade secret information of the Company Group was used and which was developed entirely on Employee’s own time, unless (i) the invention relates to the business of the Company Group or to the Company Group’s actual or demonstrably anticipated research or development or (ii) the invention results from any work performed by Employee for the Company Group. Specifically, if Employee is located in North Carolina, Employee hereby acknowledges that Employee has been notified of his rights under North Carolina General Statutes Section 66-57.1, which provides as follows:

THIS IS TO NOTIFY you in accordance with North Carolina General Statutes Section 66-57.1 that the foregoing Agreement between you and the Company does not apply to an

-9-

invention you developed entirely on your own time without using the Company’s equipment, supplies, facility or trade secret information except for those inventions that (i) relate to the Company’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by you for the Company. To the extent a provision in the foregoing Agreement purports to require you to assign an invention otherwise excluded under the preceding paragraph, the provision is against the public policy of North Carolina and is unenforceable.

(d)

Non-Competition and Non-Solicitation

(i)

As a condition to, and in further consideration of, the compensation and benefits being provided hereunder, (i) the Parties acknowledge and agree that the provision of Confidential Information, trade secrets and goodwill of the Company Group’s business are mutually agreed upon consideration for the purposes of the terms of this Section 6(c)(i) and (ii) Employee acknowledges that he has access to and shall become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group, all of which items Employee has not previously been given and that Employee would not be given but for execution of this Agreement, and therefore, Employee agrees that, during the period beginning on the date hereof and ending twenty-four (24) months after the date on which Employee’s employment or other engagement with the Company or any of its Subsidiaries is terminated for any reason (the “Restricted Period”), he shall not, directly or indirectly, including through another person, either for Employee or for any other person, own any interest in, manage, control, participate in, consult with, render services for, permit Employee’s name to be used, be employed in an executive, managerial, administrative capacity by, or in any manner engage in, any business engaged directly or indirectly in any business or entity competing with the businesses of the Company Group as such businesses exist or are in process during the period in which Employee is employed by the Company or any of its Subsidiaries, within the State of North Carolina and any other geographical area in Employee engaged in such business or in which any of Employee’s clients or customers were located at any time during such period. For purposes of this Agreement, the term “participate” includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, seller, franchisor, franchisee, creditor or owner. Nothing herein shall prohibit Employee from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee has no active participation in the business of such corporation.

(ii)

-10-

Company Group with whom Employee had contact or about whom Employee received Confidential Information while employed by the Company or the Company Group to cease or refrain from doing business with, or otherwise modify adversely its relationship with, the Company Group, or in any way interfere with the relationship between any such customer, supplier, or licensee and the Company Group.

(iii)

(iv)

(v)

(vi)

(vii)

Employee acknowledges that Employee has been provided with at least five (5) days to consider the covenants in the Agreement, although Employee

-11-

may execute the Agreement prior to the expiration of that five (5) day period. Employee further acknowledges that Employee has the right to consult with an attorney prior to executing the Agreement.

In Employee’s role with the Company, Employee shall devote his full-time professional efforts, attention, and energies to the business of the Company. Subject to and in accordance with this Section 6, except with the prior written consent of the Company, which shall not be unreasonably withheld, Employee will not, while employed by the Company, undertake or engage in any other employment, occupation, or business enterprise that would interfere with Employee’s responsibilities and the performance of Employee’s duties hereunder. The Company acknowledges that as long as such activities do not interfere with Employee’s responsibilities and the performance of Employee’s duties hereunder, Employee shall be permitted to continue to (a) provide consulting services to clients of Capstone Strategies, LLC, and (b) serve as a board member of companies/organizations; in each case, provided that they do not compete with the Company.

10.

Miscellaneous Provisions.

(a)

-12-

(b)

(c)

(d)

(e)

(f)

(g)

Legal Fees and Expenses. The Parties shall each bear their own expenses, legal fees and other fees incurred in connection with this Agreement.

-13-

(h)

(i)

Employment Taxes. All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes.

(j)

(k)

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

(l)

Amendment. This Agreement cannot be amended or modified except by a written agreement signed by the Employee and the Company.

-14-

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

HERON THERAPEUTICS, INC.

By: /s/ Craig Collard

Name: Craig Collard

Title: Chief Executive Officer

EMPLOYEE

By: /s/ Mark Hensley

Name: Mark Hensley

Address:

-15-

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Document and Entity Information

Apr. 03, 2026

Document Information [Line Items]

Entity Registrant Name

Heron Therapeutics, Inc.

Security Exchange Name

NASDAQ

Amendment Flag

false

Entity Central Index Key

0000818033

Document Type

8-K

Document Period End Date

Apr. 03, 2026

Entity Incorporation State or Country Code

Entity File Number

001-33221

Entity Tax Identification Number

94-2875566

Entity Address, Address Line One

100 Regency Forest Drive

Entity Address, Address Line Two

Suite 300

Entity Address, City or Town

Cary

Entity Address, State or Province

Entity Address, Postal Zip Code

27518

City Area Code

(858)

Local Phone Number

251-4400

Written Communications

false

Soliciting Material

false

Pre Commencement Tender Offer

false

Pre Commencement Issuer Tender Offer

false

Title of 12b Security

Common Stock, par value $0.01 per share

Trading Symbol

HRTX

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

No definition available.

+ Details

Name:

dei_DocumentInformationLineItems

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration