Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangement of Certain
           Officers.

On September 16, 2022, the Board of Directors (the "Board") of Berkeley Lights, Inc. (the "Company") appointed Scott Chaplin as its Chief Legal Officer and Secretary effective September 19, 2022 (the "Effective Date").

In connection with his appointment as Chief Legal Officer and Secretary, Mr. Chaplin entered into an offer letter with the Company (the "Offer Letter"). The Offer Letter provides Mr. Chaplin with an annual salary of $400,000 and an annual target bonus of 50% of base salary. On the Effective Date, the Board granted Mr. Chaplin an option to purchase shares of the Company's common stock par value $0.00005 per share ("Common Stock"), with a grant date fair value of approximately $750,000 (the "Option Award"), as well as restricted stock units ("RSUs"), with a grant date fair value of approximately $750,000 (the "RSU Award"). The Option Award will have a per share exercise price equal to the last reported sale price of the Common Stock on the Nasdaq Global Select Market on the Effective Date. The Option Award will vest and become exercisable as to 25% of the shares of Common Stock subject to the Option Award on the one-year anniversary of the Effective Date and as to 1/36th of the remaining shares underlying the Option Award on a monthly basis thereafter, subject to Mr. Chaplin's continued service to the Company. The RSU Award will vest as to 25% of the award on August 20, 2023, and then in equal quarterly installments thereafter over the following 9 quarters, subject to Mr. Chaplin's continued service to the Company. The Option Award and RSU Award are granted pursuant to the Company's 2020 Incentive Award Plan (the "2020 Incentive Award Plan") and applicable form of award agreement thereunder.

Additionally, Mr. Chaplin is entering into the Company's standard Executive Change in Control and Severance Agreement (the "Severance Agreement") under which Mr. Chaplin will be eligible to receive severance and change in control benefits described in this paragraph on terms consistent with the other executive officers of the Company (other than the Chief Executive Officer). If Mr. Chaplin's employment with the Company is terminated without "cause" or Mr. Chaplin resigns for "good reason" (as defined in the Severance Agreement), Mr. Chaplin will be entitled to receive: (i) nine months of continued base salary and (ii) payment or reimbursement of the premium cost of continued healthcare coverage for nine months. In lieu of the foregoing benefits, if Mr. Chaplin's employment with the Company is terminated without "cause" or Mr. Chaplin resigns for "good reason," in either case, during the 45 day period prior to, or the 12-month period following a Change in Control (as defined in the 2020 Incentive Award Plan), he will be entitled to receive: (i) 12 months of continued base salary, (ii) payment or reimbursement of the premium cost of continued healthcare coverage for 12 months, (iii) an amount equal to 12 months of Mr. Chaplin's annual bonus for the year of termination assuming 100% of target performance and (iv) full accelerated vesting of any of his unvested equity awards (except for any performance awards).

The foregoing summaries of the Offer Letter and the Executive Change in Control Severance Agreement are qualified in their entirety by the complete terms of the applicable agreement. The Offer Letter will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the three months ending September 30, 2022 and the form of Executive Change in Control Severance Agreement is filed as Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021.

The Company has entered into its standard form of indemnification agreement with Mr. Chaplin. Mr. Chaplin has not been involved in any transactions that would require disclosure under Item 404(a) of Regulation S-K.

The Company issued a press release on September 19, 2022 announcing Mr. Chaplin's appointment. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.   Description
  99.1          Press release dated September 19, 2022

104           Cover Page Interactive Data File (embedded within the Inline XBRL document)

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