Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 9, 2022, Giulia C. Kennedy, Ph.D, Global Chief Scientific Officer
and Chief Medical Officer of Veractye, Inc. (the "Company"), and the Company
agreed that she would depart from the Company, effective December 31, 2022.
In connection with Dr. Kennedy's departure, the Company will enter into a
separation agreement (the "Separation Agreement") with Dr. Kennedy providing
for: (i) six months' salary; (ii) continuation coverage under the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended, through the earlier of
(1) 24 months following Dr. Kennedy's date of departure and (2) the date on
which Dr. Kennedy becomes eligible for coverage from an employer or Medicare;
(iii) payment of Dr. Kennedy's annual performance bonus for the year ending
December 31, 2022 at the corporate achievement level to be determined by the
Company's compensation committee for all participants; and (iv) an additional
cash payment of $100,000 in appreciation for all of Dr. Kennedy's contributions
as one of the first employees of the Company.
The foregoing summary of the Separation Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the Separation
Agreement, which will be filed as an exhibit to the Company's Annual Report on
Form 10-K for the year ending December 31, 2022.
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