Jounce 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.

On February 22, 2023, as part of the reduction in force, the Company's Board of Directors approved the consolidation of its executive and finance function and eliminated the position of Chief Executive Officer and Chief Operating Officer, as well as eliminating most other positions on the Company's management team. Accordingly, Richard Murray will step down as the Chief Executive Officer and President of the Company effective March 31, 2023, and Hugh Cole will step down as the Chief Operating Officer of the Company effective March 15, 2023. Elizabeth Trehu, the Company's chief medical officer, plans to step down prior to the closing of the Business Combination. Kim Drapkin, who has been serving as the Company's Treasurer and Chief Financial Officer, will be appointed Interim President effective March 31, 2023 and will stay through the closing of the Business Combination. Dr. Murray will continue his service on the Company's Board of Directors. 

In connection with each executive's termination of employment, Dr. Murray, Mr. Cole, Dr. Trehu and Ms. Drapkin will be entitled, subject to the execution and effectiveness of a separation agreement and release, to payment of severance benefits pursuant to each of Dr. Murray's Employment Agreement, dated as of January 6, 2017; Mr. Cole's Employment Agreement, dated as of July 24, 2017; and Dr. Trehu's Employment Agreement, dated as of January 6, 2017; and Ms. Drapkin's Employment Agreement, dated as of January 6, 2017, respectively. 

Additionally, pursuant to an amendment to each executive's employment agreement entered into on January 27, 2023, the terms of which were previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on January 20, 2023, in the event that the executive's termination without cause by the Company occurs within a period of time prior to the signing of a definitive agreement relating to a transaction that, if consummated, would constitute a change in control of the Company and the closing of such transaction, such executive will be eligible to receive, following the closing of such transaction, an amount equal to (i) three months of base salary in effect immediately prior to his termination (six months in the case of Dr. Murray); (ii) a bonus for the year during which the termination occurs, calculated by multiplying such executive's target bonus percentage by twelve months of his or her base salary (eighteen months for Dr. Murray); and (iii) three months of the portion of each COBRA 


premium payment equal to the portion the Company contributed to such health insurance premium cost as of the date of termination (six months for Dr. Murray), provided that such executive elects continuation coverage pursuant to COBRA within the time period prescribed pursuant to COBRA. 

On February 22, 2023, each of Dr. Murray, Mr. Cole and Dr. Trehu entered into a one-year consulting agreement (each, a "Consulting Agreement") with the Company pursuant to which each agreed to provide consulting services related to the consummation of the Business Combination (the "Services"). In consideration for the provision of the Services, Dr. Murray is entitled to consulting fees of $550 per hour, each of Mr. Cole and Dr. Trehu is entitled to consulting fees of $400 per hour and each executive's outstanding option awards will continue to vest during the term of the applicable Consulting Agreement. Each Consulting Agreement will automatically terminate upon the consummation of a transaction that constitutes a change of control, and may also be terminated by the Company upon ninety days' notice or by the executive upon 14 days' notice. 

Ms. Drapkin's biographical information, prior to her appointment as Interim President effective March 31, 2023, is as set forth in the Company's definitive proxy statement under the heading "Executive and Director Compensation" filed with the SEC on April 28, 2022 is incorporated herein by reference.

There are no family relationships between Ms. Drapkin and any other director or executive officer. 

Ms. Drapkin will be compensated under her existing employment agreement, as amended, dated January 6, 2017, and as further amended on January 27, 2023 (as disclosed in the Company's Current Report on Form 8-K filed with the SEC on January 20, 2023). In connection with this appointment, the Compensation Committee of the Board of Directors (the "Compensation Committee") increased the amount Ms. Drapkin's retention bonus from 50 percent of her base salary to 100 percent of her base salary, subject to her continued service with the Company through the achievement of and contingent upon meeting certain goals set by the Compensation Committee. 

The Consulting Agreements, as well as the amendments to each executive's employment agreement are included herein as Exhibits 10.1 through 10.7. The foregoing descriptions of the Consulting Agreements and the employment agreement amendments are qualified in its entirety by reference to the full text thereof.