Jasper Therapeutics, Inc. appointed Ronald Martell as new CEO

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


On March 7, 2022, in connection with the appointment of Ronald Martell as the President and Chief Executive Officer of Jasper Therapeutics, Inc. (the "Company"), William Lis and the Company entered into a Service Agreement, effective March 15, 2022 (the "Agreement"). Pursuant to the Agreement, Mr. Lis' employment with the Company will terminate as of March 15, 2022, at which time, Mr. Lis will continue serving as a Class III director of the Company and will commence serving as a non-employee Chairperson of the Company's Board of Directors (the "Board"). Mr. Lis' service as Chairperson will be for an initial period of 12 months, which term may be extended by mutual agreement of Mr. Lis and the Company. During the period of Mr. Lis' service as Chairperson of the Board, Mr. Lis will be paid, in equal monthly installments, an annual fee of $250,000 (the "Annual Fee").


The Agreement further provides that for the period commencing on the termination of Mr. Lis' service on the Board (the "Final Board Date") through the later to occur of (a) 12 months after the Final Board Date or (b) March 15, 2024, Mr. Lis will provide consulting services to the Company, for which Mr. Lis will be paid a monthly consulting fee equal to $12,250 (the "Monthly Fee").


The Agreement provides that Mr. Lis, subject to approval by the Board or the Compensation Committee thereof, will be granted an option to purchase 100,000 shares of the Company's voting common stock (the "Option"), measured as of the date of grant. The Option will vest over twelve months, commencing on March 15, 2022, in 12 substantially equal monthly installments, subject in each case to Mr. Lis' continued service to the Company on each vesting date. The Option is expected to be approved by the Board or the Compensation Committee thereof and granted promptly following the Company's filing of a Registration Statement on Form S-8 covering the issuance of shares pursuant to one or more of the Company's equity incentive plans.


Mr. Lis' outstanding equity awards, including the Option, will continue to vest in accordance with the terms and conditions of the applicable award agreement governing each equity award. In addition, the Agreement provides that if Mr. Lis' service to the Company is terminated by the Company without "Cause" (as defined in the Agreement), then Mr. Lis shall be entitled to receive installments of the Annual Fee through the end of the then-applicable term, minus any amounts of the Monthly Fee payable for any particular month, and the Option shall vest in full. Mr. Lis will no longer participate in the Company's Employee Severance Plan for Vice Presidents and Executive Committee Members and the employment agreement, dated September 24, 2021, by and between the Company and Mr. Lis will terminate, effective March 15, 2022.


Mr. Lis will be paid the Annual Fee and granted the Option in lieu of any cash retainers, any "Initial Awards", any "Appointment Awards" or any "Annual Awards" pursuant to the Company's non-employee director compensation policy that was adopted by the Board on October 25, 2021 (as each such term is defined therein), unless otherwise determined by the Board or the Compensation Committee.


The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.