| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amended and Restated Employment Agreements with Executive Officers
On January 29, 2021, Seres Therapeutics, Inc. (the “Company”), entered into amended and restated employment agreements (each, an “Amended Employment Agreement”) with each of Eric D. Shaff, the Company’s President and Chief Executive Officer, Thomas J. DesRosier, the Company’s Chief Legal Officer, Executive Vice President and Secretary, and Matthew R. Henn, Ph.D., the Company’s Executive Vice President and Chief Scientific Officer.
Under the Amended Employment Agreement with Mr. Shaff, in the event Mr. Shaff’s employment is terminated by the Company without cause or he resigns for good reason, each within the meaning of and under the Amended Employment Agreement, he will be entitled to receive 18 months of continued base salary, up to 18 months of continued medical, dental or vision coverage pursuant to COBRA, if elected, and immediate vesting of any time-based equity awards that would have otherwise become vested solely as a result of Mr. Shaff’s continued service during the twelve month period following his termination of employment. The Amended Employment Agreement provides that, upon any such termination within 60 days prior to or 12 months following a change in control of the Company, in lieu of the benefits described in the previous sentence, Mr. Shaff is entitled to accelerated vesting of his time-based equity awards, 18 months of continued base salary, up to 18 months of continued medical, dental or vision coverage pursuant to COBRA, if elected, and a lump sum cash amount equal to 1.5 times his target bonus for the year of termination.
Under the Amended Employment Agreements with each of Mr. DesRosier and Dr. Henn, in the event of a termination by the Company other than for cause or by the executive for good reason, each within the meaning of and under the Amended Employment Agreement, the executive will be entitled to receive 12 months of continued base salary and up to 12 months of continued medical, dental or vision coverage pursuant to COBRA, if elected. The Amended Employment Agreement provides that, upon any such termination within 60 days prior to or 12 months following a change in control of the Company, in lieu of the benefits described in the previous sentence, the executive is entitled to accelerated vesting of his time-based equity awards, 12 months of continued base salary, up to 12 months of continued medical, dental or vision coverage pursuant to COBRA, if elected, and a lump sum cash amount equal to 1.0 times his target bonus for the year of termination.
Each executive’s right to receive the severance payments described above is generally subject to the executive executing and not a general release of claims in favor of the Company and continue to comply with applicable restrictive covenants.
The foregoing descriptions of the Amended Employment Agreements with Mr. Shaff, Mr. DesRosier and Dr. Henn do not purport to be complete and are qualified in their entirety by reference to the full amended and restated employment agreements, copies of which are attached as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
