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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 November 4, 2020, the Compensation Committee of the Board of Directors of Pacific Biosciences of California, Inc. (the “Company”) adopted a form of change in control and severance agreement (the “VP Severance Agreement”) to be used for vice president-level employees of the Company, which provides that if the Company terminates a vice president’s employment for a reason other than “cause,” death or “disability,” or the vice president resigns for “good reason,” the vice president would be entitled to: (i) continued payments of base salary for 6 months from the date of termination of employment; and (ii) Company-paid COBRA continuation coverage for up to 6 months. If such termination occurs within the period 3 months prior to or 12 months following a change in control of the Company, the vice president would be entitled to: (i) continued payments of base salary for 9 months from the date of termination of employment; (ii) Company-paid COBRA continuation coverage for up to 9 months; (iii) an amount equal to the employee’s target bonus for the year of termination pro-rated for the portion of the year the employee was employed with the Company (or its successor); and (iv) vesting acceleration of 100% of the unvested portion of then-outstanding equity awards, with any performance-based awards having any performance goals then subject to such awards being deemed achieved at 100% of target levels, unless specifically provided otherwise under the applicable performance-based award agreement. The severance benefits under the VP Severance Agreement will be subject to a vice president’s entering into and not revoking a separation agreement and release of claims with the Company.
The foregoing description of the VP Severance Agreement is qualified in its entirety by the full text of the VP Severance Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
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.
|Pacific Biosciences of California, Inc.|
Susan G. Kim
Chief Financial Officer
Date: November 9, 2020