Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 19, 2020, Stephen Smolinski notified Selecta Biosciences, Inc. (the
"Company") of his intention to resign as the Company's Chief Commercial Officer.
Mr. Smolinski's resignation of employment will be effective August 18, 2020, or
such earlier date as selected by the Company (the actual date of Mr. Smolinski's
separation of employment, the "Smolinski Separation Date").
In connection with his resignation, the Company entered into a transition
agreement and release with Mr. Smolinski (the "Smolinski Transition Agreement")
under which, if Mr. Smolinski remains continuously employed by the Company
through August 18, 2020 or the Company terminates Mr. Smolinski's employment on
or prior to August 18, 2020 for reasons other than "cause" (as defined in Mr.
Smolinski's employment agreement with the Company) or Mr. Smolinski's material
breach of the Smolinski Transition Agreement, then, subject to Mr. Smolinski's
continued compliance with certain restrictive covenants and execution of a
general release of claims, Mr. Smolinski will be entitled to receive (i)
continued payment of his annual base salary for the 12-month period following
the Smolinski Separation Date, (ii) a pro-rata portion of his annual bonus for
2020 based on actual performance for the year, (iii) direct payment of, or
reimbursement for, continued medical, dental and/or vision coverage pursuant to
COBRA until December 31, 2021 or, if earlier, the date that Mr. Smolinski is no
longer eligible for COBRA or the date Mr. Smolinski becomes eligible for
medical, dental or vision coverage from a subsequent employer, and (iv)
extension of the right to exercise any vested stock options until the date that
is two years following the Smolinski Separation Date. Notwithstanding the
foregoing, if Mr. Smolinski at any time accepts an offer of employment from a
specified biopharmaceutical company or any of its affiliates, Mr. Smolinski will
not be entitled to receive any further severance payments or benefits described
in clauses (i), (ii) and (iii) of the foregoing sentence and the Company may
immediately cease paying or providing such severance payments and benefits.
If the Smolinski Separation Date occurs prior to August 18, 2020, Mr. Smolinski
will be entitled to the base salary he would have earned during the period
commencing on the Smolinski Separation Date and ending on August 18, 2020.
Additionally, on June 19, 2020, Elona Kogan notified the Company of her
intention to resign as the Company's General Counsel and Secretary. Ms. Kogan's
resignation of employment will be effective August 18, 2020, or such earlier
date as selected by the Company (the actual date of Ms. Kogan's separation of
employment, the "Kogan Separation Date").
In connection with her resignation, the Company entered into a transition
agreement and release with Ms. Kogan (the "Kogan Transition Agreement") under
which, if Ms. Kogan remains continuously employed by the Company through August
18, 2020 or the Company terminates Ms. Kogan's employment on or prior to August
18, 2020 for reasons other than "cause" (as defined in Ms. Kogan's employment
agreement with the Company) or Ms. Kogan's material breach of the Kogan
Transition Agreement, then, subject to Ms. Kogan's continued compliance with
certain restrictive covenants and execution of a general release of claims (the
"Release"), Ms. Kogan will be entitled to receive (i) continued payment of her
annual base salary for the 12-month period following the Kogan Separation Date,
(ii) a pro-rata portion of her annual bonus for 2020 based on actual performance
for the year, (iii) direct payment of, or reimbursement for, continued medical,
dental and/or vision coverage pursuant to COBRA until December 31, 2021 or, if
earlier, the date that Ms. Kogan is no longer eligible for COBRA or the date Ms.
Kogan becomes eligible for medical, dental or vision coverage from a subsequent
employer, (iv) extension of the right to exercise any vested stock options until
the date that is two year following the Kogan Separation Date and (v) continued
eligibility to vest in her outstanding performance-based restricted stock units
if the performance conditions are satisfied in accordance with the terms of the
documents governing such performance-based restricted stock units.
If the Kogan Separation Date occurs prior to August 18, 2020, Ms. Kogan will be
entitled to the base salary she would have earned during the period commencing
on the Kogan Separation Date and ending on August 18, 2020.
The Kogan Transition Agreement includes a 12-month post-employment
non-competition covenant that will become effective on the effective date of the
Release.
The foregoing descriptions of the Smolinski Transition Agreement and the Kogan
Transition Agreement are qualified in their entirety by reference to the full
text of the Smolinski Transition Agreement and the Kogan Transition Agreement,
copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to
this report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Transition Agreement and Release, dated June 25, 2020, between
Selecta Biosciences, Inc. and Stephen Smolinski
10.2 Transition Agreement and Release, dated June 25, 2020, between
Selecta Biosciences, Inc. and Elona Kogan
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