09/30/2025 | Press release | Distributed by Public on 09/30/2025 14:11
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 24, 2025, the Board of Directors of (the "Board") of Zura Bio Limited (the "Company") adopted an Executive Severance Benefit Plan (the "Severance Plan") pursuant to which certain employees, including the Company's current named executive officers, are eligible to participate. Pursuant to the Severance Plan, if an Eligible Employee's (as defined in the Severance Plan) employment terminates (a) without Cause (as defined in the Severance Plan) and other than as a result of death or Disability (as defined in the Severance Plan) or (b) due to resignation for Good Reason (as defined in the Severance Plan), in either case, at least 91 days following the commencement of such Eligible Employee's employment with the Company, then, subject to execution of a separation agreement containing a customary general waiver and release of all claims in favor of the Company and its Affiliates (as defined in the Severance Plan) and certain other conditions set forth in the Severance Plan, such Eligible Employee is entitled to a lump sum payment equal to (x) 12 months of such Eligible Employee's base salary, in the case of the Company's Chief Executive Officer (the "Chief Executive Officer"), or (y) nine months of such Eligible Employee's base salary, in the case of the Company's other named executive officers and certain other executives. If an Eligible Employee's employment terminates within the time period beginning on the date of the closing of a Change in Control (as defined in the Severance Plan) and ending 12 months following the closing of the Change in Control (a) without Cause and other than as a result of death or Disability or (b) due to resignation for Good Reason, in either case, at least 91 days following the commencement of such Eligible Employee's employment with the Company, then, subject to execution of a separation agreement containing a customary general waiver and release of all claims in favor of the Company and its Affiliates and certain other conditions set forth in the Severance Plan, such Eligible Employee is entitled to (i) a lump sum payment equal to (x) 18 months of such Eligible Employee's base salary, in the case of the Chief Executive Officer, or (y) 12 months of such Eligible Employee's base salary, in the case of the Company's other named executive officers and certain other executives; (ii) a lump sum payment equal to (x) 150% of such Eligible Employee's then-current target annual bonus (if any) in the case of the Chief Executive Officer, or (y) 100% of such Eligible Employee's then-current target annual bonus (if any) in the case of the Company's other named executive officers and certain other executives; (iii) payment of such Eligible Employee's annual bonus for the year in which the termination occurs, based on (and to the extent of) actual performance, as determined by the Board, prorated based on the number of days such Eligible Employee was employed during such year; and, if applicable, (iv) reimbursement of the full amount of COBRA premiums, or coverage under any self-funded plan, for (x) up to 18 months in the case of the Chief Executive Officer, or (y) up to 12 months in the case of the Company's other named executive officers and certain other executives.
The foregoing description of the Severance Plan is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Severance Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.