Item 5.02. Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Employment Agreement with Chief Financial Officer
On December 13, 2023, Ryan Daws, Chief Financial Officer of enGene Holdings Inc. (the “Company”), entered into an Executive Employment Agreement with enGene USA, Inc. (“enGene USA”), effective as of November 27, 2023 (the “Daws Employment Agreement”). The Daws Employment Agreement supersedes in its entirety that certain Offer Letter, dated November 13, 2023, by and between Mr. Daws and enGene USA, which was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 29, 2023.
The Daws Employment Agreement has no fixed term and is terminable at will. Mr. Daws is entitled under the Daws Employment Agreement to an annual base salary of $440,000, to an annual 40% bonus opportunity, and to participate in employee benefit plans. Mr. Daws is also entitled to a cash signing bonus in the amount of $143,500, which is payable in the first payroll period of 2024, and which shall be deemed earned upon completion of one full year of active employment with the Company. Additionally, Mr. Daws has received a grant of an option to acquire 232,000 common shares of the Company (“Common Shares”) at an exercise price equal to the fair value of such Common Shares on November 30, 2023, which is the date of the grant, and which shall vest at 25% on the first anniversary of the grant date, with the remaining portion to vest monthly over the remaining three years.
Pursuant to the Daws Employment Agreement, (a) upon the termination of Mr. Daws' employment by enGene USA without Cause (as defined in the Daws Employment Agreement) or by Mr. Daws for Good Reason (as defined in the Daws Employment Agreement), Mr. Daws is entitled to receive post-termination severance benefits from enGene USA consisting of (i) twelve months’ base salary, (ii) twelve months of continued health insurance benefits, (iii) a prorated portion of his annual bonus, if such termination occurs six months or more into the applicable performance period for such annual bonus, and (iv) acceleration and vesting of any then unvested time-based equity awards that would have vested in the twelve-month period following such termination; and (b) upon the termination of Mr. Daws by enGene USA without Cause or by Mr. Daws for Good Reason during a change in control period, which includes the ninety days prior to and twelve months following a change in control, Mr. Daws is entitled to receive post-termination severance benefits from enGene USA consisting of (i) twelve months’ base salary, (ii) an amount equal to his annual bonus opportunity at the target level, (iii) twelve months of post-termination health insurance benefits; and (iv) acceleration and vesting of all then unvested time-based equity awards .
In addition, pursuant to the Daws Employment Agreement, Mr. Daws has agreed to standard restrictive covenant obligations, including a noncompete and nonsolicit obligation which runs while employed and for twelve months thereafter.
This summary is qualified in its entirety by reference to the text of the Daws Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
* Filed herewith.
| - | Indicates a management contract or compensatory plan or arrangement. |
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
