Item 2.05 Costs Associated with Exit or Disposal Activities.
As previously disclosed, on July 25, 2022, Zymergen Inc. (the "Company")
announced a reduction in force as part of its efforts to continue to execute on
its previously announced strategic plan, including managing costs and conserving
cash resources. The initial phase of this reduction in force was implemented on
July 26, 2022 and resulted in the termination of approximately 80 employees.
On August 25, 2022, the Company announced a further reduction in force (the
"August 2022 Reduction in Force") that is expected to result in the termination
of approximately 80 additional employees. The Company estimates it will incur
cash-based severance costs of approximately $3.8 million related to the August
2022 Reduction in Force and an aggregate of approximately $7.4 million in
cash-based severance costs when combined with the initial reduction in force.
The Company also expects to incur stock-based compensation and employee
restructuring costs related to these reductions in force, the amount of which
has not yet been estimated.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the August 2022 Reduction in Force, Zach Serber, the
Company's Co-Founder and Chief Science Officer and a member of the Company's
board of directors, will be stepping down from his position as Chief Science
Officer, effective as of September 22, 2022. Dr. Serber has agreed to continue
through such date in order to facilitate a smooth and orderly transition of his
responsibilities and is expected to remain on the Company's board of directors
following his cessation of employment.
Subject to his timely execution and non-revocation of a release of claims as
well as continued compliance with certain restrictive covenants, Dr. Serber will
be entitled to (x) a cash lump-sum payment equal to the sum of 12 months of his
annual base salary and his full target annual bonus, (y) continued payment of
the Company portion of the premiums required for continued healthcare coverage
for Dr. Serber and his covered dependents for up to 12 months and (z) full
vesting of his unvested equity awards. In the event the Company's acquisition by
Ginkgo Bioworks Holdings, Inc. pursuant to that certain Agreement and Plan of
Merger, dated July 24, 2022 (as previously announced on the Company's Current
Report on Form 8-K dated July 25, 2022), does not occur within one year from the
date of such termination, the foregoing severance payments and benefits will be
reduced by the Company.
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ZYMERGEN INC. 
