| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers |
On October 26, 2020, Adicet Bio, Inc. (the “Company”) announced the appointment of Don Healey, Ph.D., as Chief Technology Officer of the Company, effective October 26, 2020 (the “Effective Date”). In connection with Dr. Healey’s appointment, the Company has entered into an employment agreement with Dr. Healey, dated September 24, 2020 (the “Employment Agreement”), pursuant to which Dr. Healey will serve as Chief Technology Officer of the Company, effective as of the Effective Date. Dr. Healey’s Employment Agreement provides for “at will” employment. Pursuant to Dr. Healey’s Employment Agreement, Dr. Healey is entitled to an annual base salary of $385,000. Commencing in calendar year 2021, Dr. Healey is also eligible for annual incentive compensation targeted at 40% of his base salary, provided that any incentive compensation for calendar year 2020 will be prorated based on the Effective Date. Dr. Healey’s Employment Agreement also provides for a monthly travel stipend and relocation reimbursement. Dr. Healey is eligible to participate in the employee benefit plans generally available to full-time employees, subject to the terms of those plans.
The Employment Agreement further provides that the Board will grant Dr. Healey an inducement non-qualified stock option to purchase up to 166,605 shares of common stock. Twenty-five percent of the shares underlying such option shall vest on October 26, 2021 and the remainder of such shares shall vest in thirty-six equal monthly installments thereafter.
Pursuant to Dr. Healey’s Employment Agreement, if Dr. Healey’s employment is terminated by the Company without cause or by Dr. Healey for good reason within the twelve-month period following a change in control (as such terms are defined in his Employment Agreement and subject to the terms and conditions therein), then Dr. Healey will be entitled to (1) a lump sum cash payment equal to the sum of his then-current annual base salary (or his base salary in effect immediately prior to the change in control, if higher) and his target bonus for the then-current year (or his target bonus in effect immediately prior to the change in control, if higher), (2) any unpaid bonus earned for the year preceding the date of Dr. Healey’s employment termination, payable at the time it would otherwise have been paid had his employment not terminated, (3) full acceleration of all time-based stock options and other time-based stock awards held by Dr. Healey, and (4) monthly cash payments equal to the monthly employer contribution that the Company would have made to provide health insurance for Dr. Healey and any covered dependents for up to twelve months.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which is attached to this Current Report as Exhibit 99.1 and incorporated herein by reference.
