Kurtz Transition Agreement
In connection with Dr. Kurtz’s transition to serve as the Company’s Chief Medical Officer, as described above, the Company entered into a transition agreement with Dr. Kurtz (the “Transition Agreement”), effective as of the Effective Date. Pursuant to the Transition Agreement, Dr. Kurtz will continue to receive an annual base salary of $740,000 and will be eligible to receive an annual bonus of up to 100% of his annual base salary upon achievement of performance objectives determined by the Board or its authorized committee. Pursuant to the Transition Agreement, if Dr. Kurtz remains an employee of the Company through each of January 1, 2027, July 1, 2027, January 1, 2028 and July 1, 2028, the Company will pay Dr. Kurtz a retention bonus in the amount of $370,000, less applicable withholdings, on each such date (the “Retention Bonuses”). In addition, pursuant to the Transition Agreement, Dr. Kurtz will receive an award of restricted stock units covering 500,000 shares of the Company’s Common Stock (the “Transition RSU Award”). The Transition RSU Award will be subject to the terms and conditions of the Company’s 2021 Equity Incentive Plan (the “Equity Plan”) and the applicable form of award agreement thereunder. The grant date of the Transition RSU Award will be as soon as practicable on or following the date that the Board determines that sufficient shares of the Company’s Common Stock are reserved and available under the Equity Plan to permit the issuance of the Transition RSU Award, but in no event later than January 31, 2027. The Transition RSU Award will be subject to vesting on the following terms: 20% of the shares subject to the Transition RSU Award will vest on each of August 1, 2026, February 1, 2027, August 1, 2027, February 1, 2028 and August 1, 2028, subject to Dr. Kurtz’s continued service to the Company through each applicable vesting date.
Pursuant to the Transition Agreement, on the Effective Date, Dr. Kurtz and the Company will enter into an Amended and Restated Change in Control and Severance Agreement (the “Amended Severance Agreement”). Pursuant to the Amended Severance Agreement, if, within the change in control period beginning on the date a letter of intent or similar agreement is made between the Company and an acquiror, provided such date occurs no earlier than 9 months prior to a “change in control” (as defined in the Amended Severance Agreement), and ending 12 months following a change in control, the Company terminates the employment of Dr. Kurtz without “cause” (excluding death or “disability”) or Dr. Kurtz resigns for “good reason” (as such terms are defined in the Amended Severance Agreement), and within 60 days following such termination, Dr. Kurtz executes a waiver and release of claims in the Company’s favor that becomes effective and irrevocable, Dr. Kurtz will be entitled to receive: (i) (A) if the termination occurs prior to July 1, 2028, a lump sum payment equal to 100% of the aggregate amount of any Retention Bonuses that have not been paid to Dr. Kurtz, plus the sum of (1) 12 months of Dr. Kurtz’s then current annual base salary and (2) 12 months of Dr. Kurtz’s annual target bonus as in effect in the year of the applicable termination, less applicable withholdings, or (B) if the termination occurs on or following July 1, 2028, a lump sum payment equal to the sum of (1) 12 months of Dr. Kurtz’s then current annual base salary and (2) 12 months of Dr. Kurtz’s annual target bonus as in effect in the year of the applicable termination, less applicable withholdings; (ii) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to COBRA, for Dr. Kurtz and his respective eligible dependents for up to 12 months; (iii) vesting acceleration as to 100% of the then-unvested shares subject to Dr. Kurtz’s then outstanding equity awards (and in the case of awards with performance vesting, unless the applicable award agreement governing such award provides otherwise, all performance goals and other vesting criteria will be deemed achieved at target levels of achievement), and (iv) if the termination occurs prior to the date that the Transition RSU Award is granted, the Company will pay Dr. Kurtz $2,500,000, less applicable withholdings, in five equal installments, where the first installment will be paid in lump sum immediately following the effectiveness of the release of claims, and the remaining installments will be paid on each of February 1, 2027, August 1, 2027, February 1, 2028 and August 1, 2028. Pursuant to the Amended Severance Agreement, if, outside of the change in control period, the Company terminates the employment of Dr. Kurtz without cause (excluding death or disability) or Dr. Kurtz resigns for good reason, and within 60 days following such termination, Dr. Kurtz executes a waiver and release of claims in the Company’s favor that becomes effective and irrevocable, Dr. Kurtz will be entitled to receive: (i) (A) if the termination occurs prior to July 1, 2028, a lump sum payment equal to 100% of the aggregate amount of any Retention Bonuses that have not been paid to Dr. Kurtz, or (B) if the termination occurs on or following July 1, 2028, a lump sum payment equal to the sum of (1) 12 months of Dr. Kurtz’s then current annual base salary and (2) 12 months of Dr. Kurtz’s annual target bonus as in effect in the year of the applicable termination; (ii) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to COBRA for Dr. Kurtz and his eligible dependents for up to 12 months, (iii) vesting acceleration as to 100% of the then-unvested shares subject to Dr. Kurtz’s then outstanding Transition RSU Awards, and (iv) if the termination occurs prior to the date that the Transition RSU Award is granted, the Company will pay Dr. Kurtz $2,500,000, less applicable withholdings, in five equal installments, where the first installment will be paid in lump sum immediately following the effectiveness of the release of claims, and the remaining installments will be paid on each of February 1, 2027, August 1, 2027, February 1, 2028 and August 1, 2028.
Pursuant to the Amended Severance Agreement, if the Company experiences a change in control, and Dr. Kurtz remains our employee through the date of such change in control, 100% of the then-unvested shares subject to Dr. Kurtz’s then outstanding equity awards will accelerate and fully vest (and in the case of awards with performance vesting, unless the applicable award agreement governing such award provides otherwise, all performance goals and other vesting criteria will be deemed achieved at target levels of achievement).
Pursuant to the Amended Severance Agreement, in the event any payment to Dr. Kurtz would be subject to the excise tax imposed by Section 4999 of the Code (as a result of a payment being classified as a parachute payment under Section 280G of the Code), Dr. Kurtz will receive such payment as would entitle him to receive the greatest after-tax benefit, even if it means that the Company pays Dr. Kurtz a lower aggregate payment so as to minimize or eliminate the potential excise tax imposed by Section 4999 of the Code.