UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 April 4, 2022, XOMA Corporation (the “Company”) entered into a letter agreement with Thomas Burns that amends and supplements his amended and restated employment agreement (the “Letter Agreement”). Pursuant to the Letter Agreement, in the event Mr. Burns remains employed by the Company for a twelve-month period following the first day of employment of the Company’s new Chief Executive Officer (the “Eligibility Date”), he will be deemed “retirement eligible” for purposes of his equity awards under the terms of his equity award agreements. Conditioned on his execution of a release in favor of the Company, Mr. Burns will also receive this benefit if his employment is terminated by the Company without Cause (as defined in his employment agreement), or if he resigns for Good Reason (as defined in his employment agreement), before the Eligibility Date.
On March 31, 2022, the Company also adopted a Retention and Severance Plan (the “Plan”) applicable to all of the Company’s current employees, whereby each such employee will be eligible to receive a cash retention bonus if employed through each of two periods: (1) the three-month anniversary of the Eligibility Date (the “Initial Period”) and (2) the nine-month period immediately following the Initial Period (the “Extended Period”). The cash bonus tied to each of the Initial Period and Extended Period will be equal to 25% of the employee’s base salary earned during such Initial Period or Extended Period, respectively. In the event an employee is terminated by the Company without Cause (as defined in the Plan) or resigns for Good Reason (as defined in the Plan) during the Initial Period or during the Extended Period, such employee will remain eligible to receive the retention bonus for such Initial Period or Extended Period, respectively.
Copies of the Letter Agreement and the Plan will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2022.
SIGNATURE
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.
| XOMA CORPORATION | ||||||||
| Date: April 5, 2022 | By: |
/s/ THOMAS BURNS |
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| Thomas Burns | ||||||||
| Senior Vice President, Finance and Chief Financial Officer | ||||||||