UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 6, 2022, upon the recommendation of the Compensation Committee of the Board of Directors (the “Board”) of Agios Pharmaceuticals, Inc. (the “Company”), the Board adopted the Amended and Restated Severance Benefits Plan (the “Amended Plan”), which amends and restates the Company’s Severance Benefits Plan (the “Original Plan”), which was filed with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s Current Report on Form 8-K on April 22, 2016.
The Amended Plan provides for substantially the same severance payments and benefits as the Original Plan, except that it been revised to, among other things:
| • | expand the definition of “C-Level Employee” to include any Company employee with a job title above Senior Vice President; |
| • | provide that any equity award to be granted after the effective date of the Amended Plan in connection with a Covered Employee’s (as defined in the Amended Plan) commencement of employment with the Company that vests solely based on the continued performance of services (the “New-Hire Equity Awards”) held by Covered Employees will, (A) in the event of (i) a Non-Change of Control Termination (as defined in the Amended Plan) or (ii) a termination on account of death or disability prior to a Change of Control, become vested with respect to the portion of the New-Hire Equity Award that would have vested during the one-year period following such termination of service, and (B) in the case of New-Hire Equity Awards that are stock options, be exercisable for a period of 12 months following the termination of service; |
| • | clarify that, in the event of a Change of Control Termination (as defined in the Amended Plan), (i) any equity award that vests solely based on the continued performance of services will vest upon such termination and (ii) any equity awards that vests based on the achievement of performance metric(s) shall be treated in accordance with the terms of the equity award agreement or the plan under which the award was granted; and |
| • | increase the length of the period in which any amendment or termination of the Amended Plan made after a Change of Control (as defined in the Amended Plan) shall not become effective from a one-year period in the Original Plan to a period of 18 months following the Change of Control in the Amended Plan. |
The foregoing description of the Amended Plan does not purport to be complete and is qualified in its entirety by the full text of the Amended Plan, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
The following exhibit is furnished herewith:
| Exhibit No. |
Description | |
| 10.1 | Amended and Restated Severance Benefits Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AGIOS PHARMACEUTICALS, INC. | ||||||
| Date: October 7, 2022 | By: | /s/ Brian Goff | ||||
| Brian Goff | ||||||
| Chief Executive Officer | ||||||