Replimune Group, Inc. 10-Q

Item 5. Other Information. Lease On October 26, 2021, Replimune Limited (the “Company”), a wholly owned subsidiary of Replimune Group, Inc. (“Replimune”), entered into a Lease (the “Lease”) with MEPC Milton Park No. 1 Limited and MEPC Milton Park No. 2 Limited (together, the “Landlord”) pursuant to which the Company agreed to lease from the Landlord approximately 2,951 rentable square feet located at 71 Innovation Drive, Milton Park, Abingdon, Oxfordshire, United Kingdom (the “Premises”) for research and development, laboratory and office space. The Premises are adjacent to Replimune's existing facility in Oxfordshire, United Kingdom. The initial term of the Lease commenced on November 1, 2021, with rental payments scheduled to commence on February 1, 2022 and to continue for approximately 4 years and 9 months thereafter. The Company’s base rent obligation will be eighty-two thousand pounds (£82,000) per annum. In addition to the base rent, the Company will be responsible for certain customary costs and charges. The foregoing description of the terms of the Lease does not purport to be complete and is qualified in its entirety by reference to the full text of the Lease, which will be filed with the Securities and Exchange Commission (the “SEC”) as an exhibit to Replimune’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2021. Employment Agreements On November 2, 2021, Replimune, Inc. entered into amended and restated employment agreements with each of Dr. Coffin and Mr. Astley-Sparke primarily for the purpose of aligning the form of the employment agreements among Replimune’s senior executives. Astley-Sparke Agreement 74 Table of Contents Pursuant to Mr. Astley-Sparke’s employment agreement (the “Astley-Sparke Agreement”), Mr. Astley-Sparke will continue to receive an annual base salary of $600,000 and will continue to be eligible for an annual discretionary bonus based upon the attainment of certain individual and corporate performance goals which are established and approved by Replimune. The target amount of Mr. Astley-Sparke’s annual discretionary bonus is 55% of his annualized base salary. Mr. Astley-Sparke will also be eligible to receive grants under Replimune’s 2018 Omnibus Incentive Compensation Plan (the “Plan”), as determined by the Compensation Committee (the “Committee”) of Replimune’s Board of Directors from time to time. The Astley-Sparke Agreement provides for customary terms of benefits afforded to Mr. Astley-Sparke, including his continued ability to participate in various group insurance plans, reimbursement for necessary and reasonable business expenses and paid time off. If Mr. Astley-Sparke’s employment is terminated by Replimune without Cause or by Mr. Astley-Sparke for Good Reason, and provided that Mr. Astley-Sparke delivers an effective release of claims in favor of Replimune and all related parties (“Release”), Mr. Astley-Sparke will be entitled to receive: (i) an amount equal to his annual base salary, with payment made in installments over a 12-month period following termination in accordance with the Replimune’s normal payroll practices, and (ii) reimbursements by Replimune on a monthly basis for the COBRA premiums that he actually pays for continued health coverage under Replimune’s health plan (the “COBRA Reimbursements”) for a period of (x) 12-months following the termination date, (y) the date on which Mr. Astley-Sparke becomes eligible for group health insurance coverage through a subsequent employer, or (z) the date on which Mr. Astley-Sparke ceases to be eligible for COBRA coverage for any reason, whichever is earlier (each of the events described in (y) and (z) shall be referred to as an “Astley-Sparke Disqualifying Event”). Additionally, in the event that Mr. Astley-Sparke’s employment is terminated by Replimune without Cause or by Mr. Astley-Sparke for Good Reason on or within one year following a Change of Control, provided that Mr. Astley-Sparke delivers an effective Release, in lieu of the payments described above, Mr. Astley-Sparke will be entitled to receive (i) an amount equal to two times his annual base salary, plus two-times his target annual discretionary bonus for the year of termination, with payment made in installments over the twenty-four-month period following the termination date in accordance with the Replimune’s normal payroll practices, and (ii) the COBRA Reimbursements for a period ending on the earlier of the 24 month period following the termination date or an Astley-Sparke Disqualifying Event. Unlike Mr. Astley-Sparke’s prior employment agreement, the Astley-Sparke Agreement provides that, in the event that Mr. Astley-Sparke becomes entitled to receive payments that constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, the aggregate present value of such payments will be reduced only if such reduction will provide Mr. Astley-Sparke with a greater net after-tax benefit than would no reduction. Pursuant to the Astley-Sparke Agreement, Mr. Astley-Sparke is subject to customary non-competition and non-solicitation covenants during the term of his employment and for a period of one year thereafter. Mr. Astley-Sparke is also subject to customary confidentiality restrictions. Dr. Coffin Agreement Pursuant to Dr. Coffin’s employment agreement (the “Coffin Agreement” and, together with the Astley-Sparke Agreement, the “Employment Agreements”), Dr. Coffin will continue to receive an annual base salary of $551,500 and will continue to be eligible for an annual discretionary bonus based upon the attainment of certain individual and corporate performance goals which are established and approved by Replimune. The target amount of Dr. Coffin’s annual discretionary bonus is 50% of his annualized base salary. Dr. Coffin will also be eligible to receive grants under the Plan, as determined by the Committee from time to time. The Coffin Agreement provides for customary terms of benefits afforded to Dr. Coffin, including his continued ability to participate in various group insurance plans, reimbursement for necessary and reasonable business expenses and paid time off. If Dr. Coffin’s employment is terminated by Replimune without Cause or by Dr. Coffin for Good Reason, and provided that Dr. Coffin delivers an effective Release, Dr. Coffin will be entitled to receive: (i) an amount equal to his annual base salary, with payment made in installments over a 12-month period following termination in accordance with Replimune’s normal payroll practices, and (ii) COBRA Reimbursements for a period of (x) 12-months following the termination date, (y) the date on which Dr. Coffin becomes eligible for group health insurance coverage through a subsequent employer, or (z) the date on which Dr. Coffin ceases to be eligible for COBRA coverage for any reason, whichever is earlier (each of the events described in (y) and (z) shall be referred to as a “Coffin Disqualifying Event”). Additionally, in the event that Dr. Coffin’s employment is terminated by Replimune without Cause or by Dr. Coffin for Good Reason on or within one year following a Change of Control, provided that Dr. Coffin delivers an effective Release, in lieu of the payments described above, Dr. Coffin will be entitled to receive (i) an amount equal to his annual base salary, plus 75 Table of Contents his target annual discretionary bonus for the year of termination, with payment made in installments over the 12-month period following the termination date in accordance with Replimune’s normal payroll practices, and (ii) the COBRA Reimbursements for a period ending on the earlier of the 12 month period following the termination date or a Coffin Disqualifying Event. Unlike Dr. Coffin’s prior employment agreement, the Coffin Agreement provides that, in the event that Dr. Coffin becomes entitled to receive payments that constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, the aggregate present value of such payments will be reduced only if such reduction will provide Dr. Coffin with a greater net after-tax benefit than would no reduction. Pursuant to the Coffin Agreement, Dr. Coffin is subject to customary non-competition and non-solicitation covenants during the term of his employment and for a period of one year thereafter. Dr. Coffin is also subject to customary confidentiality restrictions. The foregoing summaries of the Employment Agreements are qualified in their entirety by the full text of the Employment Agreements, which are filed as Exhibit 10.1 and 10.2 to this Quarterly Report on Form 10-Q, respectively. Capitalized terms used above without definition have the meanings given to such terms in the respective Employment Agreements. In satisfaction of the disclosure required under Items 401(b), (d) and (e) of Regulation S-K (“Regulation S-K”) under the Securities Act of 1933, as amended with respect to Mr. Astley-Sparke and Dr. Coffin, the section entitled “Board of Directors” of Replimune’s definitive Proxy Statement filed with the SEC on July 22, 2021, is incorporated by reference herein. Since the beginning of Replimune’s last fiscal year, Replimune has not engaged in any transaction in which any of Mr. Astley-Sparke or Dr. Coffin had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K. Item 6. Exhibits. Exhibit Incorporated by Reference Number Exhibit Description Form Date Number 10.1† Amended and Restated Employment Agreement, dated as of November 2, 2021, by and between Philip Astley-Sparke and Replimune, Inc. 10.2† Amended and Restated Employment Agreement, dated as of November 2, 2021, by and between Robert Coffin and Replimune, Inc. 31.1* Certification of the Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). 31.2* Certification of the Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). 32.1* Certification of the Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). 32.2* Certification of the Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). 101.INS* XBRL Instance Document. 101.SCH* XBRL Taxonomy Extension Schema Document. 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed or furnished herewith. The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. † Indicates management contract or compensatory plan. 76 Table of Contents 77 Table of Contents 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 thereunto duly authorized. REPLIMUNE GROUP, INC. Dated: November 4, 2021 By: /s/ Philip Astley-Sparke Name: Philip Astley-Sparke Title: Chief Executive Officer and Director (Principal Executive Officer) Dated: November 4, 2021 By: /s/ Jean Franchi Name: Jean Franchi Title: Chief Financial Officer (Principal Financial Officer) 78