Item 3.03. Material Modifications to Rights of Security Holders.
The description in Item 5.03 below of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 19, 2020, Anat Ashkenazi, Sean Cunningham, Benjamin Daverman, Susannah Gray, Robert B. Hance, Jessica Hopfield, Gregory T. Lucier, Luke Marker, Constantine Mihas and Murali K. Prahalad were appointed to the Company’s board of directors. Information regarding the committees upon which these directors are expected to serve, related party transactions involving any of these directors and the compensation plans in which such directors participate were previously reported (as defined by Rule 12b-2 under the Exchange Act of 1934) in the Registration Statement.
On November 19, 2020, the Company entered into indemnification agreements with its directors and executive officers in connection with the closing of the IPO. These agreements will require the Company to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
These indemnification rights are not exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, any agreement, or vote of stockholders or disinterested directors or otherwise.
The foregoing is only a summary of the material terms of the amended indemnification agreements, and is qualified in its entirety by reference to the form of indemnification agreement, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.
On November 19, 2020 the Company adopted the Maravai LifeSciences Holdings, Inc. 2020 Omnibus Incentive Plan (the “Plan”) and the Maravai LifeSciences Holdings, Inc. 2020 Employee Stock Purchase Plan (the “ESPP”), copies of which are filed as Exhibits 10.6 and 10.7, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The descriptions and forms of the Plan and the ESPP Plan are substantially the same as the descriptions and the forms set forth in and filed as exhibits to the Registration Statement.
On November 24, 2020, the Company entered into employment agreements (collectively, the “Employment Agreements”) with each of its named executive officers, including Carl W. Hull its Chief Executive Officer, Kevin Herde its Chief Financial Officer and Brian Neel its Chief Operating Officer, Nucleic Acid Production.
The Employment Agreements continue until the applicable executive’s resignation, death, disability or termination of employment with or without cause. The Employment Agreements provide for annualized base salaries of $500,000 for Mr. Hull, $382,498.77 for Mr. Herde and $333,237.49 for Mr. Neel. Under the Employment Agreements, each executive is eligible to receive an annual bonus with a target amount equal to 100%, 50% and 40% of base salary for Mr. Hull, Mr. Herde and Mr. Neel, respectively, provided that the final determination regarding the amount of the annual bonus, if any, will be made by the Board of Directors (or a committee thereof) based on criteria previously established by the Board of Directors. In the event of a resignation by an executive for good reason or a termination of an executive’s employment by the Company without cause, the Employment Agreements provide for severance payments equal to 100% of base salary (75% for Mr. Neel) plus, for Mr. Hull, a prorated target bonus, and subsidized health plan continuation coverage premiums for up to 12 months (nine months for Mr. Neel), subject to the executive’s execution and non-revocation of a release of claims. If during the 12-month period following a change in control of the Company, the executive resigns for good reason or the executive’s employment is terminated by the Company without cause, the Employment Agreements provide for (i) severance payments equal to 100% (200% for Mr. Hull) of base salary plus, for Mr. Hull and Mr. Herde, target annual bonus and (ii) and subsidized health plan continuation coverage premiums for up to 12 months (18 months for Mr. Hull).
The Employment Agreements also contain confidentiality provisions and certain restrictive covenants, including a non-competition covenant and non-solicitation covenants covering the period during which the executive is employed by the Company.
The foregoing description of the material terms of the Employment Agreements is not complete and is qualified in its entirety by reference to the full text of the Employment Agreements, which are filed as Exhibits 10.8 through 10.10 to this Current Report on Form 8-K and are incorporated herein by reference.
