Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
As reported by Pardes Biosciences, Inc. (the Company) on April 21, 2023, in
connection with a reduction in workforce and change in corporate strategy, the
employment of Brian P. Kearney, PharmD, the Company's Chief Development Officer,
terminated effective as of May 15, 2023 (the Separation Date). In connection
with his departure as an employee on May 15, 2023, the Company and Dr. Kearney
entered into a Separation Agreement and General Release of Claims (the
Separation Agreement) pursuant to which Dr. Kearney resigned from his position
as the Company's Chief Development Officer as of the Separation Date.
In consideration for Dr. Kearney's execution of the Separation Agreement and
non-revocation of a waiver and release of claims relating thereto, Dr. Kearney
will be entitled to the severance benefits of a Tier 2 Executive under the terms
and conditions set forth in Section 6 of the Company's Executive Severance Plan,
including (i) a severance payment equal to nine months of Dr. Kearney's annual
base salary, (ii) a payment equal to nine months of the monthly employer
contribution that the Company would have made to provide health insurance for
Dr. Kearney if he had remained employed by the Company for such nine-month
period (the COBRA payment), and (iii) an amount to cover taxes and
administrative fees on the COBRA payment. All payments will be made in two
lump-sum amounts. Subject to certain exceptions and limitations, the Separation
Agreement includes a general release of claims by Dr. Kearney in favor of the
Company and certain related persons and parties, and non-disparagement
provision. The Separation Agreement provides that immediately following the
Separation Date, Dr. Kearney will transition to a consultant pursuant to a
Consulting Agreement executed as of May 15, 2023 (the Consulting Agreement, and
together with the Separation Agreement, the Separation Documents). Under the
Consulting Agreement, Dr. Kearney will serve as a consultant to the Company
until December 31, 2023, unless earlier terminated by either party in accordance
with the terms of the Consulting Agreement. Dr. Kearney will provide scientific
and strategic advisory services as requested by the Company's executive officers
related to (i) the orderly transition and winding down of, and advice related
to, the Company's clinical development program, (ii) business development
support, and (iii) review and advise on manuscripts related to pomotrelvir
clinical development. Dr. Kearney will be compensated at an hourly rate for
services under the Consulting Agreement, with total cash compensation not
expected to exceed $13,200. Outstanding equity awards will continue to vest and
remain subject to their terms during the consultancy term.
The foregoing descriptions of the terms of the Separation Documents do not
purport to be complete and are qualified in their entirety by reference to the
complete text of the Separation Documents, which are filed herewith as Exhibits
10.1 and 10.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded with the Inline XBRL
document).
10.1#*† Separation Agreement and General Release of Claims, dated May 15,
2023, by and between Pardes Biosciences, Inc. and Brian P. Kearney,
PharmD .
10.2#† Consulting Agreement, executed May 15, 2023, by and between Pardes
Biosciences, Inc. and Brian P. Kearney, PharmD .
# Indicates a management contract or any compensatory plan, contract or
arrangement
* Certain of the exhibits to this exhibit have been omitted in accordance with
Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all
omitted exhibits to the Securities and Exchange Commission upon its request.
† Pursuant to Item 601(b)(10) of Regulation S-K, certain portions of this
exhibit have been omitted (indicated by "[***]") because the Company has
determined that the information is not material and is the type that the Company
treats as private or confidential.
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