UNITY BIOTECHNOLOGY, INC. (NASDAQ: UBX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Election of Directors
UNITY BIOTECHNOLOGY, INC. (NASDAQ: UBX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective as of December 3, 2018, the Board of Directors (the “Board”) of Unity Biotechnology, Inc., a Delaware corporation (“Unity” or the “Company”) appointed Margo Roberts, Ph.D. as a director of the Company and as a member of the Nominating and Corporate Governance committee of the Board.Dr. Roberts will serve as a Class III director with a term of office commencing on December 3, 2018 and expiring at the Company’s 2021 annual meeting of stockholders or until her successor is duly elected and qualified, or her earlier death, resignation or removal.
Dr. Roberts will be entitled to compensation for her services as a director in accordance with the Company’s compensation program for its non-employee directors (the “Director Compensation Program”), including a $40,000 annual retainer for service as a Board member and a supplemental annual retainer of $4,000 for service as a member of the Nominating and Corporate Governance Committee.In connection with her appointment to the Board, Dr. Roberts will be automatically granted an initial option to purchase a number of shares of Common Stock such that the option has a Grant Date Value (as defined in the Director Compensation Program) equal to $450,000 (the “Initial Grant”) to the Company’s 2018 Incentive Award Plan (the “Plan”).The Initial Grant shall vest as to 1/36 of the shares subject to the Initial Grant on each monthly anniversary following the grant date, subject to continued service through each applicable vesting date.As a non-employee director, Dr. Roberts is also eligible for annual grants to purchase that number of shares of Common Stock such that the option has a Grant Date Value equal to $225,000 (the “Annual Grant”), provided that the number of shares subject to the Annual Grant will be prorated for any partial year of service as a non-employee director.The Annual Grant vests as to all of the shares subject to the Annual Grant on the earlier of the first anniversary of the applicable grant date or immediately prior to the next annual stockholders’ meeting, subject to continued service through the vesting date.All equity awards, including any Initial Grant and Annual Grants, held by the Company’s non-employee directors will vest in full immediately prior to the occurrence of a change in control.All equity awards granted under the Plan have a maximum term of ten years, and the exercise price of each option granted under the Plan is equal to 50% of the fair market value of the Common Stock on the date of grant.The foregoing description of the Director Compensation Program is a summary of the material terms thereof and is qualified in its entirety by reference to the Director Compensation Program, which was filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1 on April 5, 2018, as amended from time to time, and is incorporated by reference herein.
In connection with Dr. Robert’s appointment to the Board, the Company will enter into an indemnification agreement with Dr. Roberts (the “Indemnification Agreement”) in accordance with the Company’s standard practice and to the form previously approved by the Board and the Company’s stockholders.The Indemnification Agreement, among other things, requires the Company to indemnify Dr. Roberts to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, penalties, fines and settlement amounts incurred in any action or proceeding, including any action or proceeding by or in right of the Company, arising out of Dr. Roberts’ services as a director.The foregoing description of the Indemnification Agreement is a summary of the material terms of such agreement and is qualified in its entirety by reference to the Indemnification Agreement, which was filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 on April 5, 2018 and is incorporated by reference herein.
In connection with Dr. Roberts appointment, Ms. Camille Samuels will no longer serve as a member of the Nominating and Corporate Governance Committee.
