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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 February 21, 2023, GlycoMimetics, Inc. (the “Company”) and Dr. John Magnani, the Company’s Senior Vice President of Research and Chief Scientific Officer, entered into an agreement (the “Transition Agreement”) pursuant to which the Company and Dr. Magnani have agreed that his employment with the Company will end on March 31, 2023, unless earlier terminated in accordance with the terms of the Transition Agreement (such effective date of termination, the “Separation Date”).
Under the Transition Agreement, subject to Dr. Magnani executing a general release of claims in the Company’s favor, the Company will pay Dr. Magnani severance of $40,000, subject to payroll deductions and withholdings, such amount to be payable in equal installments over a three-month period after the Separation Date. The Company will also pay the federal COBRA (or, if applicable, state continuation coverage) premiums to continue healthcare coverage for Dr. Magnani and his covered dependents, as applicable, for 15 months from the Separation Date or, if earlier, the date when he becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment or the date on which he ceases to be eligible for COBRA or state continuation coverage for any reason (such period, the “COBRA Payment Period”). If the Company determines that its payment of the COBRA premiums on Dr. Magnani’s behalf would violate applicable law, then the Company will pay Dr. Magnani each month during the COBRA Payment Period a cash payment equal to the COBRA premium for such month, subject to applicable tax withholding.
The Company and Dr. Magnani intend to enter into a separate agreement (the “Consulting Agreement”), to be effective as of the Separation Date, pursuant to which Dr. Magnani will, at the request of the Company’s President and Chief Executive Officer, or his designee, provide the Company with consulting services through June 30, 2024. Dr. Magnani’s provision of services under the Consulting Agreement will constitute “Continuous Service” for purposes of continued vesting and exercising of his outstanding equity awards under the Company’s equity incentive plans.
The foregoing descriptions of the Transition Agreement and Consulting Agreement are qualified in their entirety by reference to the full text of such agreements. Copies of the Transition Agreement and, if executed, the Consulting Agreement will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2023.
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SIGNATURES
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.
GLYCOMIMETICS, INC. | ||
By: | /s/ Brian M. Hahn | |
Date: February 21, 2023 | Brian M. Hahn |
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