Item 5.02 Other Events.

On April 20, 2022, the Compensation Committee of the Board of Directors of Kronos Bio, Inc. (the "Company") adopted the Kronos Bio, Inc. Severance and Change in Control Plan (the "Plan"). The Plan provides for the payment of cash severance and extension of medical insurance coverage upon qualifying employment terminations, and additional severance benefits if such qualifying employment terminations occur in connection with a change in control of the Company. The Plan, which becomes effective immediately, applies to all executive officers of the Company, and allows the Company to achieve more consistency amongst the terms, conditions and definitions that apply to the severance arrangements of participants than was the case under individual offer letters and employment agreements. The Plan adopts the definition of change in control used by the Company's 2020 Equity Incentive Plan, and defines a qualifying employment termination as occurring in connection with a change in control if it occurs within 12 months after the closing of a change in control transaction. The Plan provides for accelerated vesting of equity-based awards upon qualifying employment terminations if the sole requirement for vesting is the eligible employee's continued service. However, the Plan does not provide for accelerated vesting of performance-based equity awards, which remain subject to the performance-based vesting conditions set forth in the applicable agreement governing such award.

The Company's President and Chief Executive Officer, Norbert Bischofberger, Ph.D., Chief Financial Officer and Head of Corporate Development, Yasir Al-Wakeel, BM BCh, Chief Medical Officer and Executive Vice President, Clinical Development, Jorge DiMartino, M.D., Ph.D., Chief Scientific Officer, Christopher Dinsmore, Ph.D. and Chief Operating Officer and General Counsel, Barbara Kosacz, each have been designated as participants under the Plan. Under the Plan, upon a termination without "Cause" or a resignation for "Good Reason" (each as defined therein) not in connection with a change in control, Dr. Bischofberger is entitled to 12 months of base salary, 12 months of medical insurance coverage, and accelerated vesting of equity-based awards if the sole requirement for vesting is continued service. Upon a termination without Cause or resignation for Good Reason in connection with a change in control, Dr. Bischofberger is entitled to 18 months of base salary and target bonus, 18 months of medical insurance coverage, and accelerated vesting of equity-based awards if the sole requirement for vesting is continued service. Upon a termination without Cause or a resignation for Good Reason not in connection with a change in control, Drs. Al-Wakeel, DiMartino and Dinsmore and Ms. Kosacz are entitled to 9 months of base salary and medical insurance coverage. Upon a termination without Cause or resignation for Good Reason in connection with a change in control, Drs. Al-Wakeel, DiMartino and Dinsmore and Ms. Kosacz are entitled to 12 months of base salary and target bonus, 12 months of medical insurance coverage, and accelerated vesting of equity-based awards if the sole requirement for vesting is continued service. The cash severance and medical insurance coverage extension provided under the Plan replace and supersede the corresponding benefits to which each of Drs. Bischofberger, Al-Wakeel, DiMartino and Dinsmore and Ms. Kosacz were entitled under his or her employment agreement with the Company.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.




Item 9.01   Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.       Description
          10.1    Kronos Bio, Inc. Severance and Change in Control Plan
           104    The cover page of this report has been formatted in Inline XBRL.

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