| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 7, 2022, Inozyme Pharma, Inc. (the “Company”) and Henric Bjarke entered into an executive transition, separation and release of claims agreement (the “Separation Agreement”) providing for Mr. Bjarke’s resignation as Senior Vice President and Chief Operating Officer of the Company. Mr. Bjarke’s resignation is a result of his decision to relocate internationally for family and personal reasons. The effective date of Mr. Bjarke’s resignation is December 31, 2022 (the “Separation Date”). On December 7, 2022, the Company and Mr. Bjarke also entered into a consulting agreement (the “Consulting Agreement”), pursuant to which Mr. Bjarke has agreed to provide consulting and advisory services related to the Company’s precommercial and commercial preparedness and business development activities from January 1, 2023 to June 30, 2023, unless earlier terminated (the “Consultation Period”). The Company has commenced a search for Mr. Bjarke’s successor. The Company extends its sincere thanks to Mr. Bjarke for his years of service and for his willingness to continue to assist the Company to ensure a smooth transition.
Pursuant to the Separation Agreement, Mr. Bjarke is entitled to receive continued payment of his 2022 annual base salary for a period of nine months, for an aggregate of $343,961, following the end of the Consultation Period, subject to Mr. Bjarke’s continued employment with the Company through the Separation Date, execution and nonrevocation of a release of claims in favor of the Company and compliance with the Separation Agreement, the release and applicable restrictive covenants. In addition, subject to eligibility, the Separation Agreement provides for continued payment by the Company of the Company’s share of COBRA premiums for Mr. Bjarke’s health benefit coverage for a period of up to nine months following the Separation Date. The Separation Agreement also provides for, among other things, non-disclosure obligations applicable to Mr. Bjarke and mutual non-disparagement obligations.
In consideration for services under the Consulting Agreement, the Company has agreed to pay Mr. Bjarke consulting fees at specified hourly rates. For so long as Mr. Bjarke is providing services to the Company during the Consultation Period, Mr. Bjarke’s equity awards that vest solely based on the passage of time will continue to vest and remain exercisable in accordance with the applicable equity plans and award agreements. In addition, in accordance with the Separation Agreement, (i) effective as of June 30, 2023, the vesting of Mr. Bjarke’s option to purchase 115,000 shares of the Company’s common stock granted on February 24, 2022 will accelerate with respect to 50,000 unvested shares (the “Accelerated Option”), and (ii) any vested options held by Mr. Bjarke that remain outstanding at the end of the Consultation Period (including the Accelerated Option) will remain exercisable until the earlier of one year following the end of the Consultation Period or the original expiration date of such option (the “Extended Exercise Period”), in each case, provided that Mr. Bjarke complies with his obligations under the Separation Agreement and the Consulting Agreement. If the Consulting Agreement is terminated by the Company other than for material breach by Mr. Bjarke or by Mr. Bjarke for material breach by the Company, then Mr. Bjarke will be entitled to (i) the Accelerated Option, on the terms and subject to certain conditions set forth in Separation Agreement, (ii) accelerated vesting of each outstanding stock option held by Mr. Bjarke with respect to the portion of such options that would have vested had Mr. Bjarke continued to provide services under the Consulting Agreement through June 30, 2023 and (iii) the Extended Exercise Period for vested stock options that are outstanding on the date of termination, on the terms and subject to certain conditions set forth in the Separation Agreement.
The foregoing descriptions of the Separation Agreement and the Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Separation Agreement and the Consulting Agreement, respectively, copies of which are attached as Exhibits 10.1 and 10.2 hereto and incorporated by reference herein.