Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As previously announced on March 3, 2023, Aadi Bioscience, Inc. (the "Company")
appointed Scott Giacobello as the Company's Interim Chief Executive Officer and
President, effective March 15, 2023. This Current Report on Form 8-K/A
("Amendment No. 1") amends Item 5.02 of the Company's Current Report on Form 8-K
filed on March 3, 2023 (the "Original Filing") to disclose certain compensation
arrangements in connection with Mr. Giacobello's appointment, which such
arrangements had not yet been determined when the Original Filing was filed.
This Amendment No. 1 supplements the Original Filing and should be read in
conjunction with the Original Filing.
On March 24, 2023, the Board of Directors (the "Board") of the Company approved,
upon recommendation of the Compensation Committee of the Board, (i) a bonus of
$43,000 per calendar quarter (pro-rated for the actual number of days in each
quarterly period Mr. Giacobello serves as the Interim Chief Executive Officer
and President) and (ii) eligibility to earn an annual cash bonus with a target
value of 90% of Mr. Giacobello's actual base salary paid to him during 2023,
based on achieving performance objectives established by the Board (or its
Compensation Committee) in its sole discretion. In addition, Mr. Giacobello will
receive a grant of a stock option to purchase 100,000 shares of the Company's
common stock (the "Option"), which will vest as follows: 25% of the shares
subject to the Option shall vest on the one year anniversary of the vesting
commencement date and 1/48th of the total shares subject to the Option shall
vest every month thereafter such that the Option shall be fully vested on the
four year anniversary of the vesting commencement date, in each case subject to
Mr. Giacobello continuing to be a "Service Provider" (as defined in the
Company's 2021 Equity Incentive Plan (the "Plan")) through each applicable
vesting date. The Option will be subject to the terms and conditions of the Plan
and an award agreement substantially in the form of the publicly filed Stock
Option Award Agreement pursuant to the Plan.
As previously announced, Mr. Giacobello will continue in his position as the
Company's Chief Financial Officer and the compensation arrangements described
above will be provided to Mr. Giacobello in connection with his previously
announced appointment as the Company's Interim Chief Executive Officer and
President.
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