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 September 26, 2023, the Compensation and Talent Committee of the Board of Directors (the “Committee”) of Cytokinetics, Incorporated (the “Company”) approved and adopted the Company Executive Severance Plan and Summary Plan Description (the “Plan”), which provides severance benefits to certain eligible Company employees in the event of a qualifying termination of employment that are largely consistent with the severance benefits provided for in the existing executive officer employment agreements. The Company’s named executive officers will participate in the Plan (except for Mr. Blum, the Company’s President and CEO, whose severance terms and conditions are provided for in Mr. Blum’s Amended and Restated Executive Employment Agreement, dated May 21, 2007).
Under the terms of the Plan, in the event of termination of a covered employee other than for cause (and other than due to death or disability), or such covered employee’s resignation for good reason, a covered employee will be entitled to receive: (a) a cash lump-sum payment equal to base salary, pro-rated for between six and twelve months, based on years of service (the “Severance Period”), (b) a cash lump-sum payment equal to the sum of (i) any earned by unpaid bonus for the year prior to termination and (ii) target annual bonus for the year of termination, pro-rated based on the number of days served in such year, and (c) continued Company-paid coverage under the Company benefit plans, subject to timely COBRA election, during the Severance Period (or until the covered employee secures employment with similar benefits). In the event such qualifying termination occurs within 18 months following a change in control, (a) the Severance Period will be increased to 12 months for employees at the VP level and 18 months for employees at the level of SVP and above, (b) a covered employee will also be entitled to receive (i) 100% of target annual bonus for the year of termination and (ii) target annual bonus for the year of termination, pro-rated based on the number of days served in such year, (c) all of the covered employee’s then outstanding equity awards will vest, with performance-based vesting award vesting at the higher of target or actual achievement as of the date of the change in control and (d) the covered employee will be entitled to continued Company-paid coverage under the Company benefit plans, subject to timely COBRA election, during the Severance Period (or until the covered employee secures employment with similar benefits).
All payments and other benefits under the Plan are subject to the effectiveness of a release of claims in favor of the Company. Additionally, the benefits provided under the Plan are subject to a covered employee’s continuing compliance with the terms of any confidential information agreement, proprietary information and inventions agreement, and any restrictive covenants agreement between the covered employee and the Company. The benefits provided under the Plan will generally supersede any other change in control or severance benefit plan or agreement between the Company and a covered employee.
The foregoing description of the Plan is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. The following exhibit is provided as part of this Form 8-K: |
| Exhibit |
Description | |
| 10.1 | Cytokinetics, Incorporated Executive Severance Plan and Summary Plan Description | |
| 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.
| CYTOKINETICS, INCORPORATED | ||||||
| Date: October 2, 2023 | By: | /s/ John O. Faurescu, Esq. | ||||
| John O. Faurescu, Esq. | ||||||
| Vice President, Associate General Counsel & Corporate Secretary | ||||||