Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
(a) the definition of Change in Control is amended to (i) clarify that a "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) shall also include a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) for purposes of determining beneficial ownership of the Company's shares by a person, (ii) specify that a Change in Control is triggered when a majority of members of only non-employee Incumbent Directors (as defined in the Severance Plan) is replaced during any twelve (12)-month period; (iii) include a liquidation, winding up or dissolution of the Company and (iv) make certain clarifying changes; (b) the definition of Good Reason is amended to include, for executives who are a Tier 1, 2, 3, or 4 Employee (as such terms are defined in the Severance Plan), the occurrence of certain Change of Control events; (c) the Company's General Counsel is included as a "Tier 1 Employee"; and (d) the Severance Plan may be amended without providing two years notice to Participants (and any such amendment will remain effective if there is a Change of Control during such two year notice period) if such amendment does not adversely affect the Participants.
The foregoing descriptions of the Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Amendment, filed as Exhibit 10.1 to the Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Amendment toOrganovo Holdings, Inc. Severance and Change in Control Plan, datedMay 19, 2020 .
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