RAIN ONCOLOGY INC. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Under the Severance Plan, if the Company terminates a participant's employment without cause (as defined in the Severance Plan) or upon the participant's resignation for good reason (as defined in the Severance Plan) at any time other than during the 12-month period following a change in control (as such term is defined in the Severance Plan) (the "Change in Control Period"), then the participant is eligible to receive the following benefits:
• Severance payments in an amount equal to the participant's then-current
base salary times a multiplier of either 0.50 or .75 (based on the
participant's tier in the Severance Plan (the "Tier")) and payable in
equal installments in accordance with the Company's normal payroll
practices over the 6 or 9 month period (based on the participant's Tier)
following the date of termination and
• Reimbursement for the amount of the remainder of premiums for the
participant's and his or her dependents' participation in the Company's
group health plans pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended ("COBRA"), during the 6 or 12
month period (based on the participant's Tier) or, if earlier, the date
on which the participant becomes eligible for other employer-sponsored
health benefits or Medicare or the expiration of the participant's rights
under COBRA.
Under the Severance Plan, if the Company terminates a participant's employment without cause or upon the participant's resignation for good reason during the Change in Control Period, then the participant is eligible to receive the following benefits:
• Severance payable in a lump sum in an amount equal to a multiplier of
either .75 or 1.0 (based on the participant's Tier) multiplied by the sum
of (A) the participant's annual base salary and (B) the participant's
target annual bonus for the year in which the termination of employment
occurs;
• Reimbursement for the amount of the remainder of premiums for the
participant's and his or her dependents' participation in the Company's
group health plans pursuant to COBRA during the 9 or 12 month period
(based on the participant's Tier) following the date of termination or,
if earlier, the date on which the participant becomes eligible for other
employer-sponsored health benefits or Medicare or the expiration of the
participant's rights under COBRA; and
• Payment of any earned but unpaid annual bonus for the fiscal year
preceding the fiscal year in which the termination of employment occurs,
payable on the date when bonuses are paid to the Company's executives for
such fiscal year.
A participant's rights to any severance benefits under the Severance Plan upon a qualifying termination are conditioned upon the participant executing and not revoking a valid separation and general release of claims agreement in a form acceptable to the Company.
The foregoing summary of the Severance Plan is qualified in its entirety by reference to the full text of the Severance Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1Rain Therapeutics Inc. Executive Severance Plan and Form of Participation Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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