Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 4, 2020, the Compensation Committee of the Board of Directors of
Pacific Biosciences of California, Inc. (the "Company") adopted a form of change
in control and severance agreement (the "VP Severance Agreement") to be used for
vice president-level employees of the Company, which provides that if the
Company terminates a vice president's employment for a reason other than
"cause," death or "disability," or the vice president resigns for "good reason,"
the vice president would be entitled to: (i) continued payments of base salary
for 6 months from the date of termination of employment; and (ii) Company-paid
COBRA continuation coverage for up to 6 months. If such termination occurs
within the period 3 months prior to or 12 months following a change in control
of the Company, the vice president would be entitled to: (i) continued payments
of base salary for 9 months from the date of termination of employment;
(ii) Company-paid COBRA continuation coverage for up to 9 months; (iii) an
amount equal to the employee's target bonus for the year of termination
pro-rated for the portion of the year the employee was employed with the Company
(or its successor); and (iv) vesting acceleration of 100% of the unvested
portion of then-outstanding equity awards, with any performance-based awards
having any performance goals then subject to such awards being deemed achieved
at 100% of target levels, unless specifically provided otherwise under the
applicable performance-based award agreement. The severance benefits under the
VP Severance Agreement will be subject to a vice president's entering into and
not revoking a separation agreement and release of claims with the Company.
The foregoing description of the VP Severance Agreement is qualified in its
entirety by the full text of the VP Severance Agreement, which will be filed as
an exhibit to the Company's Annual Report on Form 10-K for the year ended
December 31, 2020.
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PACIFIC BIOSCIENCES OF CALIFORNIA, INC. 
