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.
In connection with its previously announced revised strategic plan and related workforce reduction, IN8bio, Inc. (the “Company”) entered into amendments to the employment agreements of each of William Ho, Trishna Goswami, Lawrence Lamb, Patrick McCall and Kate Rochlin (collectively, the “Amendments”). These Amendments each reflect the announced reduction in cash compensation, effective as of September 1, 2024, and also provide that, subject to certain conditions, if (i) the Company terminates the executive without cause or the executive resigns for good reason or (ii) the executive is terminated in connection with a change of control, such executive will receive severance payments based upon greater of (i) the executive’s Current Base Salary (as such term is defined in the Amendments) or (ii) the executive’s base salary in effect as of the date of executive’s separation from service.
The description of the Amendments is a summary and is qualified in its entirety by reference to each of the Amendments which are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and are incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
IN8bio, Inc. | ||||||
Dated: September 6, 2024 | By: | /s/ Patrick McCall | ||||
Patrick McCall | ||||||
Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) |
Exhibit 10.1
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This amendment (this Amendment) to that certain Employment Agreement, effective December 1, 2020 (the Agreement), by and between you and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the Company, and collectively with you, the Parties) is entered into as of this 30th day of August, 2024.
WHEREAS, the Parties wish to clarify certain terms and conditions of your employment set forth in the Agreement.
In consideration of your continued at-will employment with the Company and in furtherance of clarifying certain terms and conditions of the Agreement, you and the Company agree as follows:
1. Base Salary
(a) Your current base salary is $612,000 per annum, less payroll deductions and all required withholdings (the Current Base Salary).
(b) Your Current Base Salary shall be reduced to $544,680 per annum, less payroll deductions and all required withholdings (the Reduced Base Salary), effective September 1, 2024. The Reduced Base Salary shall be prorated for any partial year of employment on the basis of a 365-day year. The Reduced Base Salary may be adjusted from time to time in the Companys discretion. Executive understands and agrees that the instant salary reduction may not be a basis for a resignation for Good Reason under the Agreement.
(c) References to Base Salary in Section 3.1 shall refer to the Reduced Base Salary as of the effective date of this Amendment.
2. In consideration of you agreeing to the Reduced Base Salary, the existing language set forth in Section 5.3(b)(ii) of the Agreement shall be entirely replaced by the following:
The Company shall pay Executive, as severance, eighteen (18) months of Executives Prior Base Salary, subject to standard payroll deductions and withholdings (the Severance). The Severance will be paid in a lump sum within thirty (30) days following Executives Separation from Service. Prior Base Salary shall be the greater of (i) the Current Base Salary or (ii) Executives base salary in effect as of the date of Executives Separation from Service.
3. In further consideration of you agreeing to the Reduced Base Salary, the existing language set forth in Section 6.1 of the Agreement shall be entirely replaced by the following:
If there is a Change of Control (as defined below) and (i) Executives employment is terminated Without Cause (as defined below), or (ii) Executive terminates his/her employment with Good Reason (as defined below), in either case within three (3) months prior to, or eighteen (18) months following the effective date of the Change of Control, and provided a Release (as discussed in Section 5.7) has become effective, then, in substitution for any benefits provided in Section 5.3, Executive shall be entitled to the following benefits: (A) a lump sum payment equal to the sum of (y) eighteen (18) months of Executives Prior Base Salary and (z) 150% of the current target Annual Bonus, to be made not later than 60 days following Executives date of termination; and (B) the amount of
any COBRA continuation premium payments made by Executive during the eighteen (18) month period following the date of termination, or the period ending when Executive becomes eligible for comparable group medical benefits from another source (whichever comes first). For avoidance of doubt, under no circumstances shall Executive receive benefits under both this Section 6.1 and Section 5.3.
This Amendment may be executed in several counterparts, all of which taken together shall constitute one single agreement between the parties. Except as amended hereby, all of the terms and conditions of the Agreement shall remain and continue in full force and effect. This Amendment supersedes any prior representations or agreements relating to the subject matter hereof. This Amendment does not alter your status as at-will employee of the Company.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
IN8bio, Inc. | William Ho, an individual | |||||||
By: | /s/ Alan Roemer |
/s/ William Ho | ||||||
Name: | Alan Roemer | |||||||
Title: | Chairman of the Board |
Exhibit 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
This amendment (this Amendment) to that certain Employment Agreement, effective October 7, 2021 (the Agreement), by and between you and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the Company, and collectively with you, the Parties) is entered into as of this 30th day of August, 2024.
WHEREAS, the Parties wish to clarify certain terms and conditions of your employment set forth in the Agreement.
In consideration of your continued at-will employment with the Company and in furtherance of clarifying certain terms and conditions of the Agreement, you and the Company agree as follows:
1. Base Salary
(a) Your current base salary is $495,000 per annum, less payroll deductions and all required withholdings (the Current Base Salary).
(b) Your Current Base Salary shall be reduced to $440,550 per annum, less payroll deductions and all required withholdings (the Reduced Base Salary), effective September 1, 2024. The Reduced Base Salary shall be prorated for any partial year of employment on the basis of a 365-day year. The Reduced Base Salary may be adjusted from time to time in the Companys discretion. Executive understands and agrees that the instant salary reduction may not be a basis for a resignation for Good Reason under the Agreement.
(c) References to Base Salary in Section 3.1 shall refer to the Reduced Base Salary as of the effective date of this Amendment.
2. In consideration of you agreeing to the Reduced Base Salary, the existing language set forth in Section 5.3(b)(ii) of the Agreement shall be entirely replaced by the following:
The Company shall pay Executive, as severance, twelve (12) months of Executives Prior Base Salary, subject to standard payroll deductions and withholdings (the Severance). The Severance will be paid in a lump sum within thirty (30) days following Executives Separation from Service. Prior Base Salary shall be the greater of (i) the Current Base Salary or (ii) Executives base salary in effect as of the date of Executives Separation from Service.
3. In further consideration of you agreeing to the Reduced Base Salary, the existing language set forth in Section 6.1 of the Agreement shall be entirely replaced by the following:
If there is a Change of Control (as defined below) and (i) Executives employment is terminated Without Cause (as defined below), or (ii) Executive terminates his/her employment with Good Reason (as defined below), in either case within three (3) months prior to, or twelve (12) months following the effective date of the Change of Control, and provided a Release (as discussed in Section 5.7) has become effective, then, in substitution for any benefits provided in Section 5.3, Executive shall be entitled to the following benefits: (A) a lump sum payment equal to the sum of (y) twelve (12) months of Executives Prior Base Salary and (z) 100% of the current target Annual Bonus, to be made not later than 60 days following Executives date of termination; and (B) the amount of
any COBRA continuation premium payments made by Executive during the twelve (12) month period following the date of termination, or the period ending when Executive becomes eligible for comparable group medical benefits from another source (whichever comes first). For avoidance of doubt, under no circumstances shall Executive receive benefits under both this Section 6.1 and Section 5.3.
This Amendment may be executed in several counterparts, all of which taken together shall constitute one single agreement between the parties. Except as amended hereby, all of the terms and conditions of the Agreement shall remain and continue in full force and effect. This Amendment supersedes any prior representations or agreements relating to the subject matter hereof. This Amendment does not alter your status as at-will employee of the Company.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
IN8bio, Inc. | Trishna Goswami, an individual | |||||||
By: | /s/ William Ho |
/s/ Trishna Goswami | ||||||
Name: | William Ho | |||||||
Title: | Chief Executive Officer |
Exhibit 10.3
AMENDMENT TO EMPLOYMENT AGREEMENT
This amendment (this Amendment) to that certain Employment Agreement, effective December 30, 2020 (the Agreement), by and between you and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the Company, and collectively with you, the Parties) is entered into as of this 30th day of August, 2024.
WHEREAS, the Parties wish to clarify certain terms and conditions of your employment set forth in the Agreement.
In consideration of your continued at-will employment with the Company and in furtherance of clarifying certain terms and conditions of the Agreement, you and the Company agree as follows:
1. Base Salary
(a) Your current base salary is $450,000 per annum, less payroll deductions and all required withholdings (the Current Base Salary).
(b) Your Current Base Salary shall be reduced to $400,500 per annum, less payroll deductions and all required withholdings (the Reduced Base Salary), effective September 1, 2024. The Reduced Base Salary shall be prorated for any partial year of employment on the basis of a 365-day year. The Reduced Base Salary may be adjusted from time to time in the Companys discretion. Executive understands and agrees that the instant salary reduction may not be a basis for a resignation for Good Reason under the Agreement.
(c) References to Base Salary in Section 3.1 shall refer to the Reduced Base Salary as of the effective date of this Amendment.
2. In consideration of you agreeing to the Reduced Base Salary, the existing language set forth in Section 5.3(b)(ii) of the Agreement shall be entirely replaced by the following:
The Company shall pay Executive, as severance, nine (9) months of Executives Prior Base Salary, subject to standard payroll deductions and withholdings (the Severance). The Severance will be paid in a lump sum within thirty (30) days following Executives Separation from Service. Prior Base Salary shall be the greater of (i) the Current Base Salary or (ii) Executives base salary in effect as of the date of Executives Separation from Service.
3. In further consideration of you agreeing to the Reduced Base Salary, the existing language set forth in Section 6.1 of the Agreement shall be entirely replaced by the following:
If there is a Change of Control (as defined below) and (i) Executives employment is terminated Without Cause (as defined below), or (ii) Executive terminates his/her employment with Good Reason (as defined below), in either case within three (3) months prior to, or twelve (12) months following the effective date of the Change of Control, and provided a Release (as discussed in Section 5.7) has become effective, then, in substitution for any benefits provided in Section 5.3, Executive shall be entitled to the following benefits: (A) a lump sum payment equal to the sum of (y) twelve (12) months of Executives Prior Base Salary and (z) 100% of the current target Annual Bonus, to be made not later than 60 days following Executives date of termination; and (B) the amount of
any COBRA continuation premium payments made by Executive during the twelve (12) month period following the date of termination, or the period ending when Executive becomes eligible for comparable group medical benefits from another source (whichever comes first). For avoidance of doubt, under no circumstances shall Executive receive benefits under both this Section 6.1 and Section 5.3.
This Amendment may be executed in several counterparts, all of which taken together shall constitute one single agreement between the parties. Except as amended hereby, all of the terms and conditions of the Agreement shall remain and continue in full force and effect. This Amendment supersedes any prior representations or agreements relating to the subject matter hereof. This Amendment does not alter your status as at-will employee of the Company.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
IN8bio, Inc. | Lawrence S. Lamb, an individual | |||||||
By: | /s/ William Ho |
/s/ William Ho | ||||||
Name: | William Ho | |||||||
Title: | Chief Executive Officer |
Exhibit 10.4
AMENDMENT TO EMPLOYMENT AGREEMENT
This amendment (this Amendment) to that certain Employment Agreement, effective January 20, 2021 (the Agreement), by and between you and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the Company, and collectively with you, the Parties) is entered into as of this 30th day of August, 2024.
WHEREAS, the Parties wish to clarify certain terms and conditions of your employment set forth in the Agreement.
In consideration of your continued at-will employment with the Company and in furtherance of clarifying certain terms and conditions of the Agreement, you and the Company agree as follows:
1. Base Salary
(a) Your current base salary is $455,000 per annum, less payroll deductions and all required withholdings (the Current Base Salary).
(b) Your Current Base Salary shall be reduced to $404,950 per annum, less payroll deductions and all required withholdings (the Reduced Base Salary), effective September 1, 2024. The Reduced Base Salary shall be prorated for any partial year of employment on the basis of a 365-day year. The Reduced Base Salary may be adjusted from time to time in the Companys discretion. Executive understands and agrees that the instant salary reduction may not be a basis for a resignation for Good Reason under the Agreement.
(c) References to Base Salary in Section 3.1 shall refer to the Reduced Base Salary as of the effective date of this Amendment.
2. In consideration of you agreeing to the Reduced Base Salary, the existing language set forth in Section 5.3(b)(ii) of the Agreement shall be entirely replaced by the following:
The Company shall pay Executive, as severance, twelve (12) months of Executives Prior Base Salary, subject to standard payroll deductions and withholdings (the Severance). The Severance will be paid in a lump sum within thirty (30) days following Executives Separation from Service. Prior Base Salary shall be the greater of (i) the Current Base Salary or (ii) Executives base salary in effect as of the date of Executives Separation from Service.
3. In further consideration of you agreeing to the Reduced Base Salary, the existing language set forth in Section 6.1 of the Agreement shall be entirely replaced by the following:
If there is a Change of Control (as defined below) and (i) Executives employment is terminated Without Cause (as defined below), or (ii) Executive terminates his/her employment with Good Reason (as defined below), in either case within three (3) months prior to, or twelve (12) months following the effective date of the Change of Control, and provided a Release (as discussed in Section 5.7) has become effective, then, in substitution for any benefits provided in Section 5.3, Executive shall be entitled to the following benefits: (A) a lump sum payment equal to the sum of (y) twelve (12) months of Executives Prior Base Salary and (z) 100% of the current target Annual Bonus, to be made not later than 60 days following Executives date of termination; and (B) the amount of
any COBRA continuation premium payments made by Executive during the twelve (12) month period following the date of termination, or the period ending when Executive becomes eligible for comparable group medical benefits from another source (whichever comes first). For avoidance of doubt, under no circumstances shall Executive receive benefits under both this Section 6.1 and Section 5.3.
This Amendment may be executed in several counterparts, all of which taken together shall constitute one single agreement between the parties. Except as amended hereby, all of the terms and conditions of the Agreement shall remain and continue in full force and effect. This Amendment supersedes any prior representations or agreements relating to the subject matter hereof. This Amendment does not alter your status as at-will employee of the Company.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
IN8bio, Inc. | Patrick McCall, an individual | |||||||
By: | /s/ William Ho |
/s/ Patrick McCall | ||||||
Name: | William Ho | |||||||
Title: | Chief Executive Officer |
Exhibit 10.5
AMENDMENT TO EMPLOYMENT AGREEMENT
This amendment (this Amendment) to that certain Employment Agreement, effective March 14, 2024 (the Agreement), by and between you and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the Company, and collectively with you, the Parties) is entered into as of this 30th day of August, 2024.
WHEREAS, the Parties wish to clarify certain terms and conditions of your employment set forth in the Agreement.
In consideration of your continued at-will employment with the Company and in furtherance of clarifying certain terms and conditions of the Agreement, you and the Company agree as follows:
1. Base Salary
(a) Your current base salary is $475,000 per annum, less payroll deductions and all required withholdings (the Current Base Salary).
(b) Your Current Base Salary shall be reduced to $422,750 per annum, less payroll deductions and all required withholdings (the Reduced Base Salary), effective September 1, 2024. The Reduced Base Salary shall be prorated for any partial year of employment on the basis of a 365-day year. The Reduced Base Salary may be adjusted from time to time in the Companys discretion. Executive understands and agrees that the instant salary reduction may not be a basis for a resignation for Good Reason under the Agreement.
(c) References to Base Salary in Section 3.1 shall refer to the Reduced Base Salary as of the effective date of this Amendment.
2. In consideration of you agreeing to the Reduced Base Salary, the existing language set forth in Section 5.3(b)(ii) of the Agreement shall be entirely replaced by the following:
The Company shall pay Executive, as severance, twelve (12) months of Executives Prior Base Salary, subject to standard payroll deductions and withholdings (the Severance). The Severance will be paid in a lump sum within thirty (30) days following Executives Separation from Service. Prior Base Salary shall be the greater of (i) the Current Base Salary or (ii) Executives base salary in effect as of the date of Executives Separation from Service.
3. In further consideration of you agreeing to the Reduced Base Salary, the existing language set forth in Section 6.1 of the Agreement shall be entirely replaced by the following:
If there is a Change of Control (as defined below) and (i) Executives employment is terminated Without Cause (as defined below), or (ii) Executive terminates his/her employment with Good Reason (as defined below), in either case within three (3) months prior to, or twelve (12) months following the effective date of the Change of Control, and provided a Release (as discussed in Section 5.7) has become effective, then, in substitution for any benefits provided in Section 5.3, Executive shall be entitled to the following benefits: (A) a lump sum payment equal to the sum of (y) twelve (12) months of Executives Prior Base Salary and (z) 100% of the current target Annual Bonus, to be made not later than 60 days following Executives date of termination; and (B) the amount of
any COBRA continuation premium payments made by Executive during the twelve (12) month period following the date of termination, or the period ending when Executive becomes eligible for comparable group medical benefits from another source (whichever comes first). For avoidance of doubt, under no circumstances shall Executive receive benefits under both this Section 6.1 and Section 5.3.
This Amendment may be executed in several counterparts, all of which taken together shall constitute one single agreement between the parties. Except as amended hereby, all of the terms and conditions of the Agreement shall remain and continue in full force and effect. This Amendment supersedes any prior representations or agreements relating to the subject matter hereof. This Amendment does not alter your status as at-will employee of the Company.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
IN8bio, Inc. | Kate Rochlin, an individual | |||||||
By: | /s/ William Ho |
/s/ Kate Rochlin | ||||||
Name: | William Ho | |||||||
Title: | Chief Executive Officer |