Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Named Executive Officer
On January 22, 2020, Dr. Jonathan Yingling notified Idera Pharmaceuticals, Inc.
(the "Company") of his resignation as the Company's Senior Vice President and
Chief Scientific Officer, with such resignation effective January 31, 2020 (the
"Resignation").
Amendment of Compensatory Arrangement with Named Executive Officer
In connection with the Resignation, on January 27, 2020, the Company entered
into an Amendment to Severance and Change of Control Agreement (the "Amendment")
with Dr. Yingling, amending that certain Severance and Change of Control
Agreement, by and between the Company and Dr. Yingling, dated March 14, 2017
(the "Original Agreement"). The form of the Original Agreement was filed as
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended
March 31, 2017 filed with the Securities and Exchange Commission on May 4, 2017.
Pursuant to the Amendment, Dr. Yingling will provide certain consulting services
to the Company for the one-year period following the termination of his
employment (the "Consulting Period"), and in exchange for such consulting
services, (i) Dr. Yingling will be entitled to certain compensation and other
benefits as set forth in Section 6(e) of the Original Agreement, (ii) Dr.
Yingling's Incentive Stock Options, Non-Statutory Stock Options, and Restricted
Stock Units under the Company's 2013 Stock Incentive Plan, as amended, will
continue to vest during the Consulting Period, and (iii) if a change of control
occurs during the later of (A) the Consulting Period or (B) January 29, 2021,
Dr. Yingling will be entitled to certain benefits as set forth in Section
6(d)(iv) of the Original Agreement relating to immediate and automatic vesting
and exercisability of equity awards and exercise period.
The description of the Amendment is qualified in its entirety by reference to
the Amendment, a copy of which is filed herewith as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
10.1 Amendment to Severance and Change of Control Agreement, dated
January 27, 2020, by and between the Company and Dr. Jonathan
Yingling
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