Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 11, 2021, Quanterix Corporation (the "Company"), issued a press release announcing the appointment of Masoud Toloue as President of Quanterix Corporation and Diagnostics, effective June 9, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Dr. Toloue, age 41, joins the Company from PerkinElmer where he served as Vice President and General Manager, Diagnostics from July 2019 to January 2021 and as Senior Vice President, Diagnostics from February 2021 to the present. From August 2016 to June 2019, he served as Vice President and General Manager of PerkinElmer's Applied Genomics business. In connection with his employment, Dr. Toloue and the Company have entered into an employment agreement (the "Employment Agreement") as of May 10, 2021. Under the Employment Agreement, Dr. Toloue's at-will employment with the Company will commence on June 9, 2021. His initial annualized base salary will be $525,000. Dr. Toloue will be eligible to receive an annual performance bonus with an annual bonus target of up to $525,000. Dr. Toloue's bonus for 2021 will be determined based his actual base salary earned during the year. Dr. Toloue will also receive a sign-on equity award consisting of 50,703 restricted stock units (the "Sign-On Equity Award"). The Sign-On Equity Award will vest over three years, with one-third vesting on the first anniversary of Dr. Toloue's actual start date and the remainder vesting ratably on a monthly basis over the next two years. Dr. Toloue will also be eligible to receive a sign-on cash payment of $100,000 payable as soon as practicable after his start date. Dr. Toloue will also be eligible to receive an annual equity grant as part of the Company's the Company's next long-term equity award cycle, which is expected to commence in 2022. The Company will target grant date fair value of the annual equity awards of up to $1,600,000.

If Dr. Toloue's employment is terminated by the Company without cause or he resigns for good reason, he will receive continued payment of his base salary for twelve months (the "Severance Period"), payment of an amount equal to his annual target bonus for the year of termination, acceleration of any of the unvested portion of the Sign-On Equity Award that would have vested during the Severance Period had he remained employed during such time, and health benefits continuation during the Severance Period. If Dr. Toloue's employment is terminated by the Company without cause or he resigns for good reason in connection with a change-in-control, all of his outstanding but unvested equity awards will become fully vested. Receipt of the foregoing termination benefits will be subject to Dr. Toloue's execution of a separation agreement, including certain restrictive covenants and a general release of all claims, in a form acceptable to the Company.

The foregoing description of the principal terms of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement, a copy of which is attached as Exhibit 10.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits





  (d) Exhibits




Exhibit
No.          Description

               Employment Agreement between Dr. Toloue and the Company dated May
  10.1       10, 2021.

  99.1         Press Release dated May 11, 2021.

             Cover Page Interactive Data File (embedded within the inline XBRL
104          document)

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