Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously disclosed on a current report
on Form 8-K filed by uniQure N.V. (the “Company”) on August 26, 2019, the Company promoted Alex Kuta, Ph.D. to Executive
Vice President, Operations and Sander van Deventer, M.D., Ph.D. to Executive Vice President, Research and Product Development,
effective August 20, 2019 (such promotions are collectively referred to herein as the “Leadership Promotions”). In
connection with the Leadership Promotions, the Company eliminated the position of chief operating officer. As a result, Scott McMillan,
Ph.D., the Company’s current chief operating officer, retired from the Company, effective August 31, 2019. In connection
with the foregoing, the Company entered into various agreements, as detailed below.
Dr. Kuta
Pursuant to the Amended and Restated Employment
Agreement, executed on September 17, 2019, but effective as of August 20, 2019, by and between the Company and Dr. Kuta (the “Kuta
Agreement”), Dr. Kuta will receive a gross base salary of approximately $430,000 (the “Kuta Base Salary”). The
Kuta Agreement also provides for terms of benefits afforded to Dr. Kuta, including the ability to participate in various group
insurance plans, reimbursement for necessary and reasonable business expenses, liability insurance and vacation time. Additionally,
Dr. Kuta is eligible for a target retention and performance bonus of up to forty-percent (40%) of the Kuta Base Salary, as determined
by the Company in its sole discretion (the “Kuta Discretionary Bonus Amount”).
Further, on September 17, 2019 Dr.
Kuta also received a grant of fifteen thousand (15,000) restricted stock units, which such grant will vest over a period of
three years beginning on the first anniversary of the date of grant, subject to Dr. Kuta’s continued relationship with
the Company.
Pursuant to the Kuta Agreement, if Dr.
Kuta’s employment is terminated due to his death or Disability, for Cause or upon the resignation of Dr. Kuta without Good
Reason, then Dr. Kuta will be entitled only to Accrued Benefits through such termination date. If Dr. Kuta resigns for Good Reason
or if his employment with the Company is terminated by the Company without Cause, then Dr. Kuta will be entitled to: (i) Accrued
Benefits through the date of such termination, (ii) a lump sum severance payment equal to the sum of (a) the Kuta Base Salary and
(b) the Kuta Discretionary Bonus Amount, (iii) a bonus pro-rated to the date of termination and based on the Kuta Discretionary
Bonus Amount and (iv) continued coverage through COBRA until the earlier of (a) twelve (12) months from the date of termination,
(b) the date on which Dr. Kuta becomes eligible to participate in another employer’s group health plan, (c) the date on which
Dr. Kuta is no longer eligible for COBRA coverage or (d) the date on which the Company in good faith determines that payments would
result in a discriminatory health plan pursuant to the Patient Protection and Affordable Care Act of 2010.
Additionally, if Dr. Kuta’s employment
is terminated as a result of a Change of Control Termination, then Dr. Kuta will be entitled to: (i) Accrued Benefits through date
of such termination, (ii) a lump sum severance payment equal to one-hundred and fifty percent (150%) of the sum of (a) the Kuta
Base Salary and (b) the Kuta Discretionary Bonus Amount, (iii) a bonus pro-rated to the date of termination and based on the Discretionary
Bonus Amount and (iv) continued coverage through COBRA until the earlier of (a) eighteen (18) months, (b) the date on which Dr.
Kuta becomes eligible to participate in another employer’s group health plan, (c) the date on which Dr. Kuta is no longer
eligible for COBRA coverage or (d) the date on which the Company in good faith determines that payments would result in a discriminatory
health plan pursuant to the Patient Protection and Affordable Care Act of 2010.
Furthermore, upon a Change of Control,
any vesting conditions applicable to any options, restricted shares, restricted stock units, performance stock units or other grants
of equity held by Dr. Kuta under the Company’s equity plans will be automatically waived, and all the stock options will
be deemed to be fully exercisable commencing on the date of the Change of Control and ending on the eighteen (18) month anniversary
of the Change of Control or, if earlier, the expiration of the term of such stock options.
Pursuant to the Kuta Agreement, Dr. Kuta
is subject to customary non-competition and non-solicitation covenants during the term of the Kuta Agreement under a Confidentiality,
Developments and Restrictive Covenants Agreement.
Dr. van Deventer
Pursuant to an employment arrangement
by and between the Company and Dr. van Deventer, executed on September 17, 2019 but effective as of August 20, 2019 (the
“van Deventer Agreement”), which replaces and supersedes Dr. van Deventer’s prior employment agreement with
the Company, Dr. van Deventer will receive a gross base salary of approximately €348,000, which reflects Dr. van
Deventer’s part-time (0.8 FTE) position with the Company (the “van Deventer Base Salary”). The van Deventer
Agreement also provides for terms of benefits afforded to Dr. van Deventer, including the ability to participate in the
Company’s pension scheme, reimbursement for reasonable business expenses and vacation time. Additionally, Dr. van
Deventer is eligible for a target retention and performance bonus of up to forty-percent (40%) of the van Deventer Base
Salary, as determined by the Company in its sole discretion (the “van Deventer Discretionary Bonus Amount”).
Further, on September 17, 2019 Dr.
van Deventer also received a grant of fifteen thousand (15,000) restricted stock units, which such grant will vest over a
period of three years beginning on the first anniversary of the date of grant, subject to Dr. van Deventer’s continued
relationship with the Company.
The van Deventer Agreement also provides
that if the van Deventer Agreement is terminated on the initiative of Dr. van Deventer (other than in the case of summary dismissal,
long-term illness or severely culpable acts or omissions by Dr. van Deventer, as referenecd in the applicable provision of the
Dutch Civil Code (collectively, the “Carve-out Events”)), Dr. van Deventer will be eligible to receive a lump sum severance
payment equal to the sum of (i) the van Deventer Base Salary, excluding 8% holiday allowance, and (ii) the van Deventer Bonus Amount,
excluding holiday allowance, subject to deductions that are authorized by Dr. van Deventer and/or required by applicable laws and
regulations. If the van Deventer Agreement is terminated on the initiative of the Company within twelve (12) months of a Change
of Control (other than in the case of a Carve-out Event), Dr. van Deventer will be eligible to receive a lump sum severance payment
equal to one-hundred and fifty precent (150%) of the sum of (i) the van Deventer Base Salary, excluding 8% holiday allowance, and
(ii) the van Deventer Bonus Amount, excluding holiday allowance, subject to deductions that are authorized by Dr. van Deventer
and/or required by applicable laws and regulations. Dr. van Deventer is also eligible for additional severance in an amount equal
to the van Deventer Discretionary Bonus Amount, pro-rated to the date of termination, if such termination occurs as a result of
a Change of Control or on the initiative of Dr. van Deventer (other than in the case of a Carve-out Event).
Furthermore, upon a Change of Control,
any vesting conditions applicable to any options, restricted shares, restricted stock units, performance stock units or other grants
of equity held by Dr. van Deventer under the Company’s equity plans will be automatically waived, and all the stock options
will be deemed to be fully exercisable commencing on the date of the Change of Control and ending on the eighteen (18) month anniversary
of the Change of Control or, if earlier, the expiration of the term of such stock options.
McMillan Separation Agreement
On September 16, 2019, the Company entered
into a separation agreement with Dr. McMillan (the “Separation Agreement”) in connection with Dr. McMillan’s
retirement from the Company, effective as of August 31, 2019 (the “Separation Date”).
The Separation Agreement provides that
Dr. McMillan will receive, subject to the terms thereof, a lump sum severance payment equal to 100% of Dr. McMillan’s annual
base salary, or approximately $392,000, less applicable taxes and withholdings, within 30 days following the execution of the Separation
Agreement and, upon Dr. McMillan’s election, reimbursement of full COBRA premiums until the earlier of (a) eighteen (18)
months from the Separation Date, (b) the date on which Dr. McMillan becomes eligible to participate in another employer’s
group health plan, (c) the date on which Dr. McMillan (or his eligible dependents, as applicable) is no longer eligible for COBRA
coverage or (d) the date on which the Company in good faith determines that payments would result in a discriminatory health plan
pursuant to the Patient Protection and Affordable Care Act of 2010. In addition, Dr. McMillan also received all of his base salary
through the Separation Date and was paid for any accrued but unused paid time off as of the Separation Date.
Pursuant to the Separation Agreement, Dr.
McMillan’s participation in all of the Company’s employee benefit plans terminated as of the Separation Date. All equity
incentive awards previously granted to Dr. McMillan will continue to be governed by the terms and conditions of their respective
award agreements, except with respect to 7,045 Performance Share Units granted to Dr. McMillan in January 2018, which will have
a vesting date of September 19, 2019.
The Separation Agreement
also provides that, starting on September 1, 2019 and continuing until October 31, 2019, Dr. McMillan will provide
consulting services to the Company relating to the transition of his former duties, responsibilities and authorities for
payments totaling approximately $13,000.
Dr. McMillan has also agreed to a full
and final release of all legal claims against the Company and certain other released parties and is subject to certain confidentiality,
disclosure and assignment of inventions, non-competition, non-solicitation restrictions pursuant to Confidentiality, Developments,
and Restrictive Covenants Agreement to which Dr. McMillan is a party.
The foregoing summaries of the Kuta Agreement,
the van Deventer Agreement and the Separation Agreement (together, the “Agreements”) do not purport to be complete
and are subject to, and are qualified in their entirety by, each of the Agreements, copies of which are attached hereto as Exhibits
10.1, 10.2 and 10.3, and which are incorporated herein by reference. Capitalized terms used above without definition have the meanings
given such terms in the applicable Agreements.