Fresh Tracks Therapeutics, Inc. appointed new CEO

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

As previously disclosed in the Current Report on Form 8-K filed by Fresh Tracks Therapeutics, Inc. (the "Company") with the Securities and Exchange Commission on September 19, 2023, in connection with the proposed liquidation and dissolution of the Company, the Company terminated Andrew D. Sklawer, the Company's President and Chief Executive Officer, without cause, effective October 2, 2023 (the "Separation Date").

In connection with Mr. Sklawer's separation from the Company, on October 3, 2023, the Company and Mr. Sklawer entered into a Separation and Release Agreement (the "Separation Agreement"). Pursuant to the Separation Agreement, Mr. Sklawer will receive, on January 2, 2024 or an earlier date if requested by Mr. Sklawer, a lump sum of (i) $441,000 in severance, which is an amount equal to 12 months of Mr. Sklawer's base salary in effect as of the Separation Date and (ii) $44,100 in accordance with that certain employee retention bonus agreement, dated as of February 21, 2023, between the Company and Mr. Sklawer. In addition, Mr. Sklawer was paid a lump sum of $165,375 for previously accrued but unused paid time off as a Company employee, and the Company will pay for 12 months of Mr. Sklawer's health care premiums; however, if the Company can no longer provide group health insurance for the full 12-month period, the Company will make a lump sum payment to Mr. Sklawer for the remaining premiums, grossed up by 35% to minimize the impact of any applicable taxes. Finally, all of Mr. Sklawer's outstanding and unvested equity awards vested in full as of the Separation Date in accordance with the terms of his employment agreement. 

The Separation Agreement also includes a release of claims in favor of the Company and customary confidentiality and non-disparagement provisions. The foregoing summary of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

In connection with Mr. Sklawer's separation from the Company, the Company and Yonder Partners, LLC, a limited liability company owned by Mr. Sklawer, also entered into a Consulting Agreement (the "Consulting Agreement") on October 3, 2023, under which Mr. Sklawer will personally provide consulting and advisory services to the Company. The term of the Consulting Agreement continues until terminated, which either party may do (i) with cause upon 30 calendar days' prior written notice or (ii) without cause upon 45 calendar days' prior written notice. The Consulting Agreement provides for compensation at a fixed rate of $425 per hour, as well as reimbursement of Mr. Sklawer's related business expenses. The foregoing summary of the Consulting Agreement is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.