ADAPTIMMUNE THERAPEUTICS PLC (NASDAQ:ADAP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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ADAPTIMMUNE THERAPEUTICS PLC (NASDAQ:ADAP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ADAPTIMMUNE THERAPEUTICS PLC (NASDAQ:ADAP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 27, 2019, Adaptimmune Therapeutics plc (the “Company”) announced that Adrian Rawcliffe, currently Chief Financial Officer of the Company (CFO), will succeed James Noble as Chief Executive Officer (CEO), when Mr. Noble retires from his executive duties and transitions to a non-executive director role on the Company’s Board, on September 1, 2019. Adrian Rawcliffe will join the Company’s Board of Directors from the same date. The Company has started a global search for a new CFO, which will be the subject of a separate announcement. Until a replacement is found, Mr. Rawcliffe will continue in his role as the Company’s CFO, principal financial officer and principal accounting officer.

On June 26, 2019, Mr. Rawcliffe entered into an employment agreement (the “Employment Agreement”) with the Company’s U.S. subsidiary. Under the terms of the Employment Agreement, effective September 1, 2019, Mr. Rawcliffe will receive an annual base salary of $560,000, which may be modified by the Board of Directors in its sole discretion. In addition to the base salary Mr. Rawcliffe will be eligible to receive an annual discretionary bonus, determined by the Board of Directors following the end of each calendar year that ends during his employment period where he serves as CEO (“Annual Bonus”), subject to: (i) objective criteria set forth by the Board of Directors or an authorized delegate thereof on an annual basis; and (ii) the overall performance of the Company. The initial target Annual Bonus effective from September 1, 2019 will be sixty percent of Mr. Rawcliffe’s base salary. The Annual Bonus payment will be pro-rated for any partial year of service.

Mr. Rawcliffe will also be eligible to participate in the equity plans sponsored and/or maintained by the Company and its affiliates from time to time, in accordance with the terms of any such plans, at the sole and absolute discretion of the Company and the Board of Directors. On June 27, 2019 Mr. Rawcliffe will be awarded 628,872 “market value” options to acquire ordinary shares of the Company and 140,448 RSU->

The Company may terminate Mr. Rawcliffe’s employment with or without cause and without notice, but Mr. Rawcliffe is required to provide at least 60 days’ advance written notice to the Company if he is terminating his employment. In the event of a termination of employment by the Company without cause or a resignation by Mr. Rawcliffe for good reason, upon a change of control, any portion of stock option awards that were granted and unvested as of the date of termination will vest and immediately become exercisable on the date of termination. Mr. Rawcliffe will also be entitled to payments under the Company’s executive severance policy in the event of a termination by the Company without cause or a resignation by Mr. Rawcliffe for good reason without a change of control and upon a change of control. The Employment Agreement also contains non-solicitation and non-competition provisions for a twelve month period as well as standard confidentiality provisions.

The foregoing summary of the Employment Agreement is qualified in its entirety by reference to the complete text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with Mr. Noble’s transition, the Company and Mr. Noble entered into a letter agreement dated as of June 26, 2019 relating to the transition, and entered into a variation agreement dated as of June 26, 2019 that will operate to vary Mr. Noble’s service agreement dated March 10, 2017 for the period from September 1, 2019 to March 31, 2020. The letter and related variation agreement cover, among other things, vesting of share options and other general terms of Mr. Noble’s employment during this transition period. The foregoing summary of the letter agreement and related variation agreement is qualified in its entirety by reference to the complete text of those documents which are filed as Exhibit 10.2 and Exhibit 10.3 to this Current Report on Form 8-K and are incorporated herein by reference. In addition, on June 26, 2019 the Company also executed a letter of appointment in connection with Mr. Noble’s continuing role on the Company’s Board of Directors as a non-executive director effective September 1, 2019. A copy of this letter of appointment is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

On June 27, 2019 the Company issued a press release announcing the developments referred to in Item 5.02 above. The press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

Adaptimmune Therapeutics PLC Exhibit
EX-10.1 2 a19-12168_1ex10d1.htm EX-10.1 Exhibit 10.1   EMPLOYMENT AGREEMENT   This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of June 26,…
To view the full exhibit click here

About ADAPTIMMUNE THERAPEUTICS PLC (NASDAQ:ADAP)

Adaptimmune Therapeutics plc is a clinical-stage biopharmaceutical company. The Company is focused on cancer immunotherapy products based on its T-cell receptor (TCR) platform. The Company has developed a platform that enables it to identify cancer targets in the form of peptides, which are short sequences of amino acids, find and genetically engineer TCRs, and produce TCR therapeutic candidates for administration to patients. The Company engineers TCRs to increase their affinity to cancer-specific peptides, including its lead target peptides, NY-ESO-1 and MAGE-A10, in order to target and then destroy cancer cells in patients. The Company’s TCR therapeutic candidates are able to target intracellular, as well as extracellular cancer antigens. The TCRs consist of approximately two associated protein chains: the alpha and beta chains. Each of the chains has approximately two regions: a variable region and a constant region.