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4D MOLECULAR THERAPEUTICS, INC.

(FDMT)
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4D MOLECULAR THERAPEUTICS INC. : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

09/24/2021 | 05:01pm EDT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 22, 2021, 4D Molecular Therapeutics, Inc. (the "Company") entered into change in control severance agreements with each of David Kirn, the Company's Chief Executive Officer, August Moretti, the Company's Chief Financial Officer and Robert Stephen Fishman, the Company's Chief Medical Officer (each, an "Officer") effective as of September 22, 2021.

The change in control severance agreements each provide that, in the event the Officer's employment is terminated by the Company other than for "cause" (as defined therein) or the Officer resigns for "good reason" (as defined therein), the Officer shall be entitled to receive severance that will consist of (i) 12 months of base salary paid in a single cash lump sum payable for Dr. Kirn (and 9 months for other Officers), (ii) a pro-rated portion (based on the number of days the Officer was employed by the Company during the calendar year the termination date occurs) of the Officer's target annual bonus (assuming achievement of performance goals at 100% of target) paid in a single cash lump sum, (iii) any earned but unpaid annual bonus for the fiscal year prior to the termination or resignation date, and (iv) 12 months of COBRA reimbursement for Dr. Kirn (and 9 months for other Officers). In lieu of the foregoing severance benefits, the change in control severance agreements each provide that, in the event the Officer's employment is terminated by the Company other than for "cause" or the Officer resigns for "good reason", and that termination or resignation occurs within the period commencing on the date the Company enters into a definitive agreement that, if the transactions contemplated thereby were consummated, would result in a "change in control" (as defined therein) and ending 12 months after a change in control, the Officer shall be entitled to receive severance that will consist of (i) 18 months of base salary paid in a single cash lump sum payable for Dr. Kirn (and 12 months for other Officers), (ii) an amount equal to (a) 12 months plus (b) a pro-rated portion (based on the number of days the Officer was employed by the Company during the calendar year the termination date occurs) of the Officer's target annual bonus (assuming achievement of performance goals at 100% of target) paid in a single cash lump sum, (iii) any earned but unpaid annual bonus for the fiscal year prior to the termination or resignation date, (iv) 18 months of COBRA reimbursement for Dr. Kirn (and 12 months for other Officers) and (v) full vesting acceleration for each equity award held by the Officer (except for any performance-vesting awards, which will be governed by the terms of the applicable award agreement). In all cases, the Officer must timely deliver an effective release of claims to us and comply with the Officer's restrictive covenant agreement in order to be eligible for the foregoing severance benefits.

The foregoing description of the change in control severance agreements does not purport to be complete and is qualified in its entirety by the full text of the agreements. The change in control severance agreements are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 hereto.

Item 9.01 Financial Statements and Exhibits.




Exhibit No.       Description

10.1                Change in Control and Severance Agreement, dated September 22,
                  2021, by and between David Kirn and 4D Molecular Therapeutics,
                  Inc.

10.2                Change in Control and Severance Agreement, dated September 22,
                  2021, by and between August Moretti and 4D Molecular
                  Therapeutics, Inc.

10.3                Change in Control and Severance Agreement, dated September 22,
                  2021, by and between Robert Stephen Fishman and 4D Molecular
                  Therapeutics, Inc.

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

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