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 February 8, 2023, the Board of Directors (“Board”) of Surface Oncology, Inc. (the “Company”) adopted a retention program for certain of its executives, including its principal executive officer, principal financial officer and certain of its other executive officers (each, a “Participant” and collectively, the “Participants”), pursuant to which the Company will provide a retention award to each of the Participants in the amount of 50% of such Participant’s salary. The awards will vest and become payable by the Company on the earlier of the (1) the date the Company pays its annual employee bonuses for the year ended December 31, 2023, or (2) March 15, 2024, subject to such Participant’s continued employment through the vesting date. At the time of payment, the Board or the Compensation Committee of the Board will have discretion to effect payment of the awards in cash, unrestricted stock or a combination of cash and unrestricted stock. In the event a Participant’s employment is terminated without Cause or due to Good Reason (as each such term is defined in the applicable Participant’s employment agreement) on or following either a Change in Control (as such term is defined in the applicable Participant’s employment agreement) or other specified corporate reorganizations, in either case on or before March 15, 2024, vesting will be accelerated and payment in full of such Participant’s award would become immediately due in cash.
The Company intends to enter into a retention agreement with each Participant to memorialize the terms described herein. The foregoing summary of the material terms of the retention program does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Participant’s retention agreement. The Company intends to file the form of such retention agreement with its Quarterly Report on Form 10-Q for the quarter ending March 31, 2023.
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.
| Surface Oncology, Inc. | ||||||
| Date: February 10, 2023 | By: | /s/ Jessica Fees | ||||
| Jessica Fees | ||||||
| Chief Financial Officer | ||||||