Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 14, 2022, Armata Pharmaceuticals, Inc. (the "Company") entered into
an amendment to that certain letter agreement dated August 9, 2021 (as so
amended, the "Agreement"), with its former Chief Executive Officer, Todd R.
Patrick, pursuant to which Mr. Patrick agreed to continue as an advisor to the
Company's current Chief Executive Officer through December 31, 2023 (the
"Transition Period"). In consideration of his continued service, Mr. Patrick
will (i) be paid an annual base salary of $300,000, (ii) continue to participate
in the Company's benefit plans and (iii) continue to vest in his outstanding
stock options and restricted share units. If Mr. Patrick provides advisory
services until the end of the Transition Period, fifty percent of his
then-outstanding and unvested stock options and restricted share units will
become fully vested, and all of his then-vested stock options will remain
exercisable in full for their remaining 10-year term. If Mr. Patrick's
employment is terminated by the Company other than for "Cause" (as defined in
the Agreement) prior to the last day of the Transition Period and subject to his
execution of a release of claims, Mr. Patrick will be entitled to continued
payment of his base salary and subsidized monthly COBRA premiums each until the
end of the Transition Period, payment of any earned but unpaid bonus in respect
of the 2022 fiscal year, and immediate vesting of the outstanding stock options
and restricted share units that would have become vested had Mr. Patrick
remained employed until the end of the Transition Period. The foregoing
description of the Agreement is qualified in its entirety by reference to the
full text of the Agreement, which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Letter Agreement, dated December 14, 2022, by and between Armata
Pharmaceuticals, Inc. and Todd R. Patrick.
104 Cover Page Interactive Data File (embedded within Inline XBRL document).
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