50 unchanged sentences
Other Information
−Removed: Arcus Biosciences, Inc.
−Removed: Severance Benefits Plan
−Removed: On February 20, 2024, the Compensation Committee of our board of directors (the "Committee") approved and adopted the Arcus Biosciences, Inc.
−Removed: Severance Benefits Plan (the "Plan"), which provides severance benefits to certain of our employees in the event of a qualifying termination of employment.
−Removed: Under the terms of the Plan, in the event of termination of an eligible employee (other than for cause or due to death or disability), or such eligible employee’s resignation for good reason ("Involuntary Termination"), an eligible employee will be entitled to receive:
−Removed: (a) a cash lump-sum payment equal to the eligible employee's base salary, pro-rated for six or twelve months, based on the eligible employee's benefits tier ("Severance Period") and (b) continued Company-paid coverage under our benefit plans, subject to timely COBRA election, during the Severance Period (or until the expiration of the eligible employee's continuation coverage under COBRA or the eligible employee secures employment with similar benefits).
−Removed: In the event such Involuntary Termination occurs within twelve months of a change in control, (a) the Severance Period will be increased to twelve or twenty-four months, based on the eligible employee's benefits tiers, (b) an eligible employee will also be entitled to receive 100% of their target annual bonus for the year of termination and (c) all of the eligible employee’s then outstanding equity awards will vest.
−Removed: Our named executive officers will participate in the Plan and will have a Severance Period of twelve months or, in the event of an Involuntary Termination within twelve months of a change in control, twenty-four months.
−Removed: All payments and other benefits under the Plan are subject to the effectiveness of a waiver and release of claims in our favor.
−Removed: Additionally, the benefits provided under the Plan are subject to an eligible employee’s continuing compliance with the terms of any proprietary information and inventions assignment agreement.
−Removed: The benefits provided under the Plan will generally supersede any other change in control or severance benefit plan or agreement previously entered into by us and an eligible employee.
−Removed: The foregoing description of the Plan is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.4 to this Annual Report on Form 10-K.
+Added: Rule 10b5-1 Trading Arrangements
+Added: None of our directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended December 31, 2024, as such terms are defined under Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
8 unchanged sentences
If we make any substantive amendments to our Code of Conduct and Ethics or grant any waivers to our directors or executive officers, we will disclose it on our website or in a Current Report on Form 8-K.
+Added: We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by our directors and employees that are designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes.
+Added: A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.
Executive Compensation
25 unchanged sentences
10-K 001-38419 4.3 February 25, 2021
−Removed: 10.1 Compensation Program for Non-Employee Directors
+Added: 10.1 Non-Employee Director Compensation Program
8-K 001-38419 10.1 June 6, 2024
6 unchanged sentences
Severance Benefits Plan.
+Added: 10-K 001-38419 10.4 February 21, 2024
Amended and Restated Letter Agreement, dated February 14, 2018, between the Registrant and Terry Rosen, Ph.D .
9 unchanged sentences
10-Q 001-38419 10.1 November 5, 2020
−Removed: Letter Agreement, dated July 25, 2022, between the Registrant and Dimitry S.A.
−Removed: Nuyten, MD., Ph.D.
−Removed: 10-Q 001-38419 10.3 November 2, 2022
+Added: Letter Agreement, dated January 13, 2025, between the Registrant and Richard Markus, MD., Ph.D.
Arcus Biosciences, Inc.
78 unchanged sentences
and Gilead Sciences, Inc., dated January 29, 2024.
+Added: 10-Q 001-38419 10.1 May 8, 2024
+Added: Amendment No.
+Added: 4 to the Option, License and Collaboration Agreement between Arcus Biosciences, Inc.
+Added: and Gilead Sciences, Inc., dated May 10 , 2024.
+Added: 10-Q 001-38419 10.1 August 8, 2024
Letter Agreement with Gilead Sciences, Inc., dated July 1, 2022.
9 unchanged sentences
S-3 333-270132 1.2 February 28, 2023
+Added: 10.41 Loan & Security Agreement, between the Registrant, Hercules Capital, Inc.
+Added: and the lenders listed therein, dated August 27, 2024
+Added: 10-Q 001-38419 10.1 February 28, 2023
+Added: Separation Agreement, between the Registrant and Dimitry Nuyten, dated January 16, 2025 .
+Added: 19.1* Insider Trading Policy .
23.1* Consent of independent registered public accounting firm.
7 unchanged sentences
97.1 Compensation Clawback Policy.
+Added: 10-K 001-38419 97.1 February 21, 2024
101.INS XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
33 unchanged sentences
Alexander Azoy (Principal Accounting Officer)
+Added: /s/ Dietmar Berger Director February 25, 2025
+Added: Dietmar Berger, M.D., Ph.D.
/s/ Kathryn Falberg Director February 25, 2025
12 unchanged sentences
Johanna Mercier
−Removed: /s/ Merdad Parsey Director February 21, 2024
−Removed: Merdad Parsey, M.D., Ph.D.
/s/ Andrew Perlman Director February 25, 2025
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.