Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to CEO Employment Agreement
On September 9, 2022, the Compensation Committee (the "Committee") of the Board
of Directors of Ultragenyx Pharmaceutical Inc. (the "Company") approved entry
into Amendment No. 2 (the "CEO Amendment") to the Executive Employment Agreement
dated June 15, 2011 between Emil D. Kakkis, M.D., Ph.D., the Company's President
and Chief Executive Officer, and the Company (as amended, the "CEO Employment
Agreement")
The CEO Amendment provides that, subject to Dr. Kakkis's execution of a release
agreement in favor of the Company and other than in situations where termination
is For Cause, By Death or By Disability (as each is defined in the CEO
Employment Agreement), if the Company terminates the employment of Dr. Kakkis or
if Dr. Kakkis terminates his employment with the Company for Good Reason (as
defined in the CEO Amendment), Dr. Kakkis will be entitled to receive the
following severance benefits: (i) the sum of 24 months of his base salary and
his target bonus for the year in which the termination occurs, payable in
installments over 24 months; and (ii) reimbursement for monthly COBRA premiums
for the 24 month-period following his termination (or, if earlier, until, the
date he becomes eligible to receive coverage from another employer), payable on
a monthly basis unless Dr. Kakkis loses COBRA eligibility, in which case the
Company will pay him a lump sum equal to the COBRA premiums paid in the final
month of his eligibility for the number of months remaining in the 24-month
period.
In addition, if the qualifying termination occurs on or within 12 months
following a Covered Transaction (as defined in the CEO Employment Agreement), in
lieu of clause (i) above, Dr. Kakkis would receive a lump sum severance payment
equal to the sum of 24 months of Dr. Kakkis's base salary and two times his
target bonus for the year in which the termination occurs.
This foregoing is only a summary of certain terms of the CEO Amendment and is
qualified in its entirety by the full text of the CEO Amendment, a copy of which
the Company intends to file with the Securities and Exchange Commission (the
"SEC") as an exhibit to the Company's Quarterly Report on Form 10-Q.
Amendments to Offer Letters
On September 9, 2022, the Committee also approved entry into amendments (the
"Offer Letter Amendments") to the existing offer letters with each of Mardi C.
Dier, the Company's Chief Financial Officer and Executive Vice President,
Camille L. Bedrosian, M.D., the Company's Chief Medical Officer and Executive
Vice President, Erik Harris, the Company's Chief Commercial Officer and
Executive Vice President, and John R. Pinion II, the Company's Chief Quality
Operations Officer and Executive Vice President, Translational Sciences.
The Offer Letter Amendments provide that, where the executive is terminated by
the Company without Cause (as defined in the applicable offer letter) and not as
a result of the executive's death or disability, or if the executive resigns due
to a Constructive Termination (as defined in the applicable offer letter), the
executive will be entitled to the following severance benefits: (i) extension of
the exercise period applicable to any options to purchase the Company's stock
held by the executive at the time of their termination until 12 months from the
date of such termination (or, if earlier, until the expiration of the term of
the option set forth in the applicable option award agreement), (ii) the sum of
12 months of the executive's base salary and the executive's target bonus for
the year in which the termination occurs, payable in installments over 12
months; and (iii) reimbursement for monthly COBRA premiums for the 12
month-period following the executive's termination (or, if earlier, until, the
date the executive becomes eligible to receive coverage from another employer or
loses COBRA eligibility).Dr. Bedrosian's Offer Letter Amendment also includes
accelerated vesting of the unvested equity-based compensation that would have
vested in the 12-month period following her qualifying termination.
In addition, if the qualifying termination occurs on or within 18 months (or,
for Dr. Bedrosian, within 24 months) following a Covered Transaction (as defined
in the Company's 2014 Incentive Plan), the severance benefits that the executive
will be entitled to will instead include: (i) accelerated vesting of any
unvested equity-based compensation granted to the executive in connection with
their employment, (ii) extension of the exercise period applicable to any
options to purchase the Company's stock held by the executive at the time of
their termination until 12 months from the date of such termination (or, if
earlier, until the expiration of the term of the option set forth in the
applicable option award agreement), (iii) the sum of 18 months of the
executive's base salary and 1.5 times the executive's target bonus for the year
in which the termination occurs, payable in installments over 18 months; and
(iv) reimbursement for monthly COBRA premiums for the 18 month-period following
their termination (or, if earlier, until, the date the executive becomes
eligible to receive coverage from another employer or loses COBRA eligibility).
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The foregoing is only a summary of certain terms of the Offer Letter Amendments
and is qualified in its entirety by the full text of each Offer Letter
Amendment, a copy of which the Company intends to file with the SEC as an
exhibit to the Company's Quarterly Report on Form 10-Q.
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