Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 17, 2021, the compensation committee of the board of directors of Applied Genetic Technologies Corporation (the "Company") approved additional compensation to be provided to Stephen W. Potter, the Company's Chief Business Officer, pursuant to a First Amendment to Employment Agreement with Mr. Potter (the "Amendment"). Under the terms of the Amendment, Mr. Potter will receive an additional payment of $10,000 per month, effective beginning on July 1, 2021 and continuing through June 30, 2022, subject to Mr. Potter's continued employment with the Company. The payments will accrue on a monthly basis and be payable by the Company to Mr. Potter on a quarterly basis, with the payment of the aggregate amount accrued during each fiscal quarter payable during the first month following the applicable quarter.

The Amendment also provides that Mr. Potter will be granted restricted stock units ("RSUs") representing the contingent right to receive, upon vesting of each unit, one share of the Company's common stock, par value $0.001 per share, pursuant to and in accordance with the Company's 2013 Equity and Incentive Plan. The RSUs vest in two installments, with 75% vesting on June 30, 2022 and the remaining 25% vesting on December 31, 2022, subject to Mr. Potter's continued engagement with the Company as of each vesting date.

The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.



Exhibit No.       Description

10.1                First Amendment to Employment Agreement by and between the
                  Company and Stephen W. Potter, dated as of June 17, 2021.

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