Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

(b) On January 19, 2022, the Compensation Committee of the Board of Directors of Rockley Photonics Holdings Limited (the "Company") approved an amendment (the "Amendment") to the employment agreement between the Company and Amit Nagra, the Company's Chief Operating Officer, pursuant to which, Mr. Nagra's employment would be terminated on or around March 31, 2022 in connection with the Company monetizing its ultra-high-speed fiber optic communication solutions (as previously discussed in the Company's December 22, 2021 press release), which date may be extended upon mutual agreement. Pursuant to the terms of the Amendment, Mr. Nagra would continue to be entitled to his base salary through the termination date and retain his 2021 bonus eligibility at the target rate of 60% of his base salary, which bonus would be paid in accordance with the Company's bonus policy as previously disclosed and subject to the terms of Mr. Nagra's employment agreement, as amended. In addition, Mr. Nagra is eligible to receive a bonus in the event the Company monetizes in its ultra-high-speed fiber optic communication solutions, prior to the termination of his employment, subject to the conditions as set forth in the Amendment. The amount of such bonus shall be mutually agreed upon between Mr. Nagra and the Company, subject to Board approval; provided, however, that in no event shall the amount of any such bonus exceed an amount equal to 3% of the net amount of cash, cash equivalent, or other consideration received by the Company in connection with such matter. Mr. Nagra shall also be eligible for severance in accordance with the existing terms of his employment agreement.

(e) The disclosure regarding the terms of the Amendment set forth in Item 5.02(b) above are incorporated by reference in this Item 5.02(e).

The foregoing summary of the terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amended Employment Agreement by and between the Company and Amit Nagra, dated January 20, 2022, a copy of which will be filed as an exhibit to the Company's periodic report on Form 10-Q or Form 10-K.

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