Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On March 18, 2022, the Board of Directors (the "Board") of Adagio
Therapeutics, Inc. (the "Company") appointed Jane Pritchett Henderson, the
Company's principal financial officer, to serve as the Company's Chief Business
Officer. Ms. Henderson will also continue to serve as the Company's Chief
Financial Officer. In connection with Ms. Henderson's appointment as Chief
Business Officer, the Board approved an increase in Ms. Henderson's annual base
salary to $510,000.
Ms. Henderson's employment agreement (the "Employment Agreement"), which was
amended and restated in connection with the Company's initial public offering,
provides that Ms. Henderson is eligible for an annual target bonus of 40% of her
base salary. Subject to certain exceptions, in the event that Ms. Henderson's
employment is terminated by the Company without "cause" or by her for "good
reason" (as such terms are defined in the Employment Agreement), and subject to
the delivery to the Company of a separation agreement that includes a general
release of claims, Ms. Henderson will receive cash severance equal to nine
months of her base salary, as well as her target bonus if termination occurs
after completion of the calendar year but prior to payment of such bonus, and
nine months continuation of benefits. Ms. Henderson will also be entitled to
delayed forfeiture of unvested time-based equity awards until 90 days after the
date of termination. The Employment Agreement also provides for certain
additional severance benefits in the event of certain terminations in connection
with a "change in control" (as defined in the Company's 2021 Equity Incentive
Plan).
The foregoing description of the Employment Agreement is only a summary and is
qualified in its entirety by reference to the complete terms and conditions of
the Employment Agreement, which is filed as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Ms. Henderson has also entered into an indemnification agreement in the form
previously approved by the Board, which form is filed as Exhibit 10.4 to the
Company's Registration Statement on Form S-1/A, filed with the SEC on August 2,
2021.
Item 8.01 Other Events.
On March 18, 2022, the Company issued a press release announcing that it will
hold its 2022 Annual Meeting of Stockholders virtually at 8:30 a.m. Eastern Time
on May 26, 2022. A copy of the press release is filed as Exhibit 99.2 to this
Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
99.1 Amended and Restated Employment Agreement, by and between the
Registrant and Jane Pritchett Henderson, dated August 5, 2021
99.2 Press Release, dated March 18, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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