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 Companys Board, on September 1, 2019. Adrian Rawcliffe will join the Companys 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 Companys CFO, principal financial officer and principal accounting officer.
On June 26, 2019, Mr. Rawcliffe entered into an employment agreement (the Employment Agreement) with the Companys 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. Rawcliffes 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. Rawcliffes 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 Companys 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.