Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On January 4, 2023, the Board of Directors (the "Board") of Merus N.V. (the "Company") appointed Peter B. Silverman, the Company's Executive Vice President, General Counsel and Head of Utrecht, to serve as the Company's Executive Vice President, Chief Operating Officer and General Counsel. Additionally, Mr. Silverman has been designated as the Company's principal operating officer, succeeding Sven (Bill) Ante Lundberg, M.D., in such role.

Peter B. Silverman, age 45, has served the Company since 2014, first as outside counsel, as Head of Utrecht from April 2020 to January 1, 2023, as General Counsel since February 2018 and Chief Intellectual Property Officer and Head of US Legal from February 2017. His responsibilities include management of the Company's legal and intellectual property, company operations, information technology, facilities and human resource matters, and management and operations of the headquarters in Utrecht. Prior to joining the Company, Mr. Silverman was a Partner at Kirkland & Ellis LLP, where he represented numerous life sciences companies concerning an array of legal matters and technologies. Previously, Mr. Silverman was an associate at Kaye Scholer LLP (now Arnold & Porter Kaye Scholer LLP), and prior to that Mr. Silverman also served as judicial law clerk to U.S. District Court Judge Anne E. Thompson of the District of New Jersey. He holds a J.D. from Fordham University School of Law, graduating magna cum laude and Order of the Coif. He is admitted to practice law in New York. Mr. Silverman also holds a B.A. in biology from the University of Rochester.

In connection with Mr. Silverman's appointment as the Company's Executive Vice President, Chief Operating Officer and General Counsel, Mr. Silverman entered into an employment agreement with Merus US, Inc., a subsidiary of the Company, effective as of January 1, 2023, pursuant to which (i) his annual base salary was increased to $495,000, (ii) his annual performance-based target bonus remained at 40% of his annual base salary, and (iii) he became entitled to an option under the Company's 2016 Incentive Award Plan to purchase 20,000 common shares of the Company. The option will vest and become exercisable (subject to Mr. Silverman's continued service to the Company through the applicable vesting date) as to 25% of the underlying shares on January 1, 2024, with the remaining underlying shares vesting in 36 substantially equal monthly installments thereafter, such that the option shall be vested and exercisable as to all shares on January 1, 2027. The employment agreement superseded Mr. Silverman's employment agreement with the Company and contains severance payments and benefits that are similar to the severance payment and benefits provided under such superseded employment agreement.

The foregoing description of Mr. Silverman's employment agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

Exhibit
  No.        Description

10.1           Employment Agreement, effective as of January 1, 2023, by and
             between Merus US, Inc. and Peter B. Silverman.

104          Cover Page Interactive Data File (embedded within the inline XBRL
             document).

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