Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 7, 2021, Alector, LLC, a subsidiary of Alector, Inc. (collectively, the “Company”) entered into an agreement (the “Transition Agreement”) with Shehnaaz Suliman, the Company’s President and Chief Operating Officer, setting forth the terms of Dr. Suliman’s voluntary transition from the Company. Dr. Suliman will continue to serve in her role at the Company from September 7, 2021 to her expected departure date on December 31, 2021 (the “Transition Period”). During the Transition Period, Dr. Suliman’s compensation and benefits will continue on her current terms. In addition, if the Company terminates Dr. Suliman’s employment without “cause” during the Transition Period (as “cause” is defined in the Transition Agreement), Dr. Suliman will receive her compensation through the end of the Transition Period. The Transition Agreement provides for a reaffirmation of Dr. Suliman’s obligations under her employee inventions and proprietary rights assignment agreement.
In addition, on September 7, 2021, the Company entered into a letter agreement (the “Letter Agreement”) with Robert Paul, the Company’s Chief Medical Officer, setting forth the terms of Dr. Paul’s voluntary transition from the Company. Dr. Paul will serve in his role as a part-time employee of the Company from October 11, 2021 to his expected departure date on December 31, 2021 (the “Part-Time Period”). As a part-time employee, Dr. Paul will work eight hours per week during the Part-Time Period, with his cash compensation composed of a weekly salary equal to $1,730, representing the pro rata amount of his current cash compensation for such part-time obligation. In addition, Dr. Paul will continue health benefits with the Company until October 31, 2021. The Letter Agreement provides for a reaffirmation of Dr. Paul’s obligations under his employee inventions and proprietary rights assignment agreement.
The foregoing descriptions of the Transition Agreement and the Letter Agreement are only summaries and are qualified by reference to the Transition Agreement, a copy of which is attached as Exhibit 10.1 hereto, and to the Letter Agreement, a copy of which is attached as Exhibit 10.2 hereto, both of which are incorporated by reference into this Item 5.02.
A copy of the Company’s press release announcing the foregoing leadership changes together with the appointment of an interim Chief Medical Officer is attached hereto as Exhibit 99.1.
The information included in the press release in Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description |
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| 10.1 | | Transition Agreement, dated September 7, 2021, by and between Shehnaaz Suliman and Alector, LLC |
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| 10.2 | | Letter Agreement, dated September 7, 2021, by and between Robert Paul and Alector, LLC |
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| 99.1 | | Press Release regarding Leadership Changes, dated September 7, 2021 |
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| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
