SECURITIES AND EXCHANGE COMMISSION
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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 April 21, 2021, Arcturus Therapeutics Holdings Inc. (the “Company”) adopted a Severance Policy for Executives (the “Policy”), which will provide severance payments and benefits to eligible executive employees (“Participants”) of the Company in connection with certain terminations of employment. The Policy was approved by the Company’s Board of Directors and has an effective date of May 1, 2021.
Under the Policy, without duplication of any severance payments provided for in an individual employment agreement (such that the higher amount would apply), in the event that a Participant is involuntarily terminated by the Company without cause or resigns from the Company for good reason, if the Participant signs a waiver and release agreement in the form provided by the Company, then the Participant would be entitled to severance and COBRA premium payment continuation based on the Participant’s job tier classification:
· CEO: Eighteen (18) months
· Tier 1 (Other C-Level/EVP): Twelve (12) months
· Tier 2 (SVP): Nine (9) months
· Tier 3 (VP): Six (6) months
Participants will also receive a lump sum payment of the pro rata portion of the Participant’s annual bonus for the year of termination based on actual performance, payable when annual bonuses are payable to other executive officers of the Company; provided that in the event that the separation described in the preceding paragraph occurs within the 18-month period following a change in control (as defined in the Policy), the Participant would be entitled to (i) receive the their pro rata portion of the annual bonus determined based on the Participant’s target annual bonus paid in a lump sum following the release date and (ii) have all unexpired stock options and any other unvested time-based vesting equity awards then held by the Participant accelerate and become immediately vested and exercisable.
The foregoing description of the Policy does not purport to be complete and is subject to and qualified in its entirety by reference to the Policy, a copy of which is attached hereto as Exhibit 10.1, the terms of which are incorporated herein by reference.
|Item 9.01.||Financial Statements and Exhibits.|
|Exhibit Number||Exhibit Description|
|10.1||Arcturus Therapeutics Holdings Inc. Severance Policy for Executives|
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.
|Arcturus Therapeutics Holdings Inc.|
|Date: April 26, 2021|
|Name:||Joseph E. Payne|
|Title:||Chief Executive Officer|