Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 20, 2020, Kaleido Biosciences, Inc. (the "Company") entered into an
amendment to the Employment Agreement (the "Amendment") between the Company and
Alison Lawton (the "Employee"), entered into on January 24, 2019 (the "Lawton
Employment Agreement"). The Amendment (i) updates the "Position and Duties"
disclosure to include the role of special advisor in the Office of the CEO from
July 20, 2020 through the Resignation Effective Date; (ii) adds a "Resignation
Effective Date" provision effective December 31, 2020; (iii) revises the base
salary term to extend salary payments through the Employee's Resignation
Effective Date; (iv) updates the "Incentive Compensation" disclosure to account
for a short-term incentive payment for the 2020 calendar year equal to 50% of
the Employee's base salary payable when 2020 bonuses are paid to other
executives of the Company; and (vi) amends the "Equity" provisions to allow for
the following: (a) the 46,325 RSUs granted to the Employee on February 28, 2020
(with a market price at time of grant equal to $5.97) shall accelerate and vest
effective on the Resignation Effective Date, (b) any options to purchase Common
Stock in the Company that otherwise would have vested on or prior to June 30,
2021 had the Employee continued her employment through June 30, 2021, shall
accelerate and vest effective on the Resignation Effective Date, and (c) the
period during which the Employee can exercise any of her vested options to
purchase Common Stock in the Company is extended until December 31, 2022. All
other provisions in the Lawton Employment Agreement are unchanged and remain in
full force and effect.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the full and complete text of the
Amendment, a copy of which is attached to this Current Report on Form 8-K as
Exhibit 10.1 and incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
10.1 Amendment to Lawton Employment Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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