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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