Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 15, 2020, Neoleukin Therapeutics, Inc. (the “Company”) entered into an Amended and Restated Executive Employment Agreement (the “Amended Employment Agreement”) with its Chief Executive Officer, Jonathan G. Drachman, M.D., to amend the terms of severance payments and benefits to which Dr. Drachman may be entitled in the event of certain terminations of his employment and to modify certain other terms. The Amended Employment Agreement amends and restates the prior employment agreement between the Company and Dr. Drachman, dated August 5, 2019.
Pursuant to the Amended Employment Agreement, (i) Dr. Drachman’s base salary will be $425,000, as approved by the Compensation Committee of the Board of Directors of the Company on January 31, 2020 in connection with its annual review of compensation for our executive officers and (ii) he will remain eligible to receive an annual bonus with a target level of 50% of his base salary. In addition, pursuant to the Amended Employment Agreement, in the event Dr. Drachman experiences a termination of his employment without “cause” or he resigns for “good reason” (each as defined in the Amended Employment Agreement), Dr. Drachman will become entitled to (i) continued base salary for 12 months, payable in accordance with the Company’s standard payroll practices; (ii) premium payments for continued healthcare coverage for up to 12 months; and (iii) solely in the case of equity awards outstanding as of April 15, 2020, accelerated vesting of the portion of such outstanding equity awards that would have vested and become exercisable, as applicable, if he had remained in service for an additional 12 months following his date of termination. In the event Dr. Drachman experiences a termination without “cause” or he resigns for “good reason” (each as defined in the Amended Employment Agreement) during the12-month period following a change in control of the Company, then in lieu of the foregoing, Dr. Drachman will become entitled to (a) continued base salary for 18 months, payable in accordance with the Company’s standard payroll practices; (b) 150% of his annual target bonus, payable in a singlelump-sum; (c) premium payments for continued healthcare coverage for up to 18 months; and (d) full accelerated vesting of his then-outstanding equity awards. In each case, Dr. Drachman’s receipt of the foregoing severance payments and benefits is subject to his delivery of an effective release of claims against the Company and its affiliates.
The foregoing description of Dr. Drachman’s Amended Employment Agreement is qualified in its entirety by reference to the full text of the Amended Employment Agreement, a copy of which is filed asExhibit 10.1 attached hereto, and the terms of which are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
