EXPLANATORY NOTE
This Amendment No. 1 onForm 8-K/A (the “Amendment”) amends the Current Report onForm 8-K filed by AVROBIO, Inc. (the “Company”) on December 21, 2018 (the “OriginalForm 8-K”). The OriginalForm 8-K was filed in part to report the departure of (i) Katina Dorton as Chief Financial Officer of the Company and as principal financial officer and principal accounting officer of the Company, effective December 17, 2018, and (ii) Nerissa Kreher, M.D. as Chief Medical Officer of the Company and as an executive officer of the Company, effective December 17, 2018. The Company is filing this Amendment solely to report the entry by the Company into (a) a Separation Agreement and Release with Ms. Dorton (the “Dorton Separation Agreement”) and (b) a Separation Agreement and Release with Dr. Kreher (the “Kreher Separation Agreement”) and to file such agreements with this Amendment. Except as provided below, the Original Form8-K and exhibits are otherwise unaltered by this Amendment.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(1) Dorton Separation Agreement
On January 8, 2019, the Company entered into the Dorton Separation Agreement with Ms. Dorton, which provides, among other things, that in exchange for granting and not revoking a customary release agreement Ms. Dorton will receive (a) an amount equal to nine months of her base salary, payable in substantially equal installments in accordance with the Company’s payroll practice over nine months, provided that Ms. Dorton has not breached any of her continuing obligations, (b) her target annual incentive compensation for 2018 or the incentive compensation that she otherwise would have received for 2018, whichever is greater, (c) reimbursement of COBRA premiums for health benefit coverage for up to nine months, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to Ms. Dorton had she remained employed with the Company and (d) certain costs associated with Ms. Dorton’s apartment in Boston, Massachusetts, less applicable deductions and withholdings. Additionally, all time-based equity awards held by Ms. Dorton that would have vested had Ms. Dorton remained employed by the Company for an additional nine months following December 17, 2018 shall vest and become exercisable ornon-forfeitable.
The foregoing summary of the Dorton Separation Agreement is qualified in its entirety by reference to the full Dorton Separation Agreement filed herewith as Exhibit 10.1 and incorporated by reference herein.
(2) Kreher Separation Agreement
As previously reported by the Company in the Original Form8-K, unless her employment terminates earlier, Dr. Kreher will continue as a senior advisor to the Company until March 31, 2019, at which time her employment with the Company will end.
On January 10, 2019, the Company entered into the Kreher Separation Agreement with Dr. Kreher, which provides, among other things, that in exchange for granting and not revoking a customary release agreement during the time she serves as a senior advisor to the Company, Dr. Kreher shall (i) continue to receive her current base salary, (ii) remain eligible to participate in the Company’s group employee benefit plans as a regular full-time employee and (iii) continue to vest in her outstanding equity awards. At the termination of her employment with the Company, provided that, among other things, Dr. Kreher’s employment is not terminated by the Company for “cause” and subject to the execution and effectiveness of an updated release, Dr. Kreher will be entitled to receive (a) an amount equal to nine months of her base salary, payable in substantially equal installments in accordance with the Company’s payroll practice over nine months, provided that Dr. Kreher has not breached any of her continuing obligations, (b) her target annual incentive compensation for 2018 or the incentive compensation that she otherwise would have received for 2018, whichever is greater and (c) a monthly cash payment for nine months in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to Dr. Kreher had she remained employed by the Company. Additionally, as of Dr. Kreher’s last date of employment with the Company, all time-based equity awards held by Dr. Kreher that would have vested had Dr. Kreher remained employed by the Company for an additional nine months following that date shall vest and become exercisable ornon-forfeitable.
The foregoing summary of the Kreher Separation Agreement is qualified in its entirety by reference to the full Separation Agreement filed herewith as Exhibit 10.2 and incorporated by reference herein.
