Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 10, 2022, the Compensation Committee (the "Committee") of the Board
of Directors (the "Board") of Icosavax, Inc. (the "Company") adopted an annual
incentive plan (the "Plan") under which the Company's employees, including the
Company's executive officers listed below, are eligible to receive annual cash
bonus payments. The Plan provides for annual cash bonus opportunities and
payouts based on the achievement of specific, pre-established corporate
performance objectives and, for certain participants, based in part on
individual performance. The Committee will establish the corporate performance
objectives each year. An employee's maximum bonus under the Plan may not exceed
200% of his or her target bonus, unless otherwise determined by the Committee
(or the Company's Chief Executive Officer, for non-executive employees).
An employee's target bonus and the weightings between corporate and individual
achievement will be determined by the Committee (or the Company's Chief
Executive Officer, for non-executive employees) for each year during the term of
the Plan.
The current target bonus percentages for the Company's executive officers are as
follows: 50% of base salary for Adam Simpson, our Chief Executive Officer, and
40% of base salary for each of Douglas Holtzman, Ph.D., M.P.H., our Chief
Scientific Officer, Niranjan Kanesa-thasan, M.D., M.T.M.H., our Chief Medical
Officer, Thomas Russo, the Chief Financial Officer, Cassia Cearley, Ph.D., our
Chief Business Officer, Elizabeth Bekiro?lu, our General Counsel, and Charles
Richardson, Ph.D, our Senior Vice President, Technical Operations.
The foregoing description of the Plan does not purport to be complete and is
qualified in its entirety by the Plan, a copy of which the Company intends to
file with its Quarterly Report on Form 10-Q for the quarter ending March 31,
2022.
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ICOSAVAX, INC. 
