Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 8, 2021, the Compensation Committee of the Board of Directors of
Nkarta, Inc. (the "Company") approved the Company entering into a Severance
Agreement (a "Severance Agreement") with each of the Company's executive
officers, including Paul Hastings, the Company's President and Chief Executive
Officer, Kanya Rajangam, M.D., Ph.D., the Company's Chief Medical Officer, and
Nadir Mahmood, Ph.D., the Company's Chief Financial and Business Officer. Each
Severance Agreement supersedes any severance provisions in any prior offer
letter, severance agreement or employment agreement between the executive
officer and the Company.
Each Severance Agreement provides that if the executive officer's employment is
terminated either by the Company without "Cause" or by the executive officer for
"Good Reason" (as such terms are defined in the Severance Agreement)
(collectively, an "Involuntary Termination"), the executive officer will be
entitled to receive: (i) continued payment of base salary for a period of 12
months (in the case of Mr. Hastings) or 9 months (in the case of the other
executive officers), (ii) payment of the executive's prior year bonus (to the
extent unpaid), and (iii) payment or reimbursement of premiums to continue
medical coverage for the executive officer and his or her eligible dependents
pursuant to COBRA for up to 12 months (in the case of Mr. Hastings) or 9 months
(in the case of the other executive officers). If, however, the Involuntary
Termination occurs in connection with or within 12 months following a "Change in
Control" of the Company (as such term is defined in the Severance Agreement),
the executive officer will be entitled to receive, in lieu of the severance
benefits described above: (i) total payments of 18 months of base salary (in the
case of Mr. Hastings) or 12 months of base salary (in the case of the other
executive officers), plus one and one-half times the executive's target annual
bonus (in the case of Mr. Hastings) or one times the executive's target annual
bonus (in the case of the other executive officers), paid in installments in
accordance with the Company's standard payroll schedule over a period of 18
months (in the case of Mr. Hastings) or 12 months (in the case of the other
executive officers), (ii) payment of the executive's prior year bonus (to the
extent unpaid), (iii) payment or reimbursement of premiums to continue medical
coverage for the executive officer and his or her eligible dependents pursuant
to COBRA for up to 18 months (in the case of Mr. Hastings) or 12 months (in the
case of the other executive officers), and (iv) accelerated vesting of each
then-outstanding and unvested equity award subject to time-based (and not
performance-based) vesting requirements (with performance-based vesting equity
awards to be governed by the terms of the applicable award agreement, provided
that any time-based vesting requirement will be deemed satisfied). The severance
benefits described in this paragraph are conditioned on the executive officer
executing and not revoking a general release of claims in favor of the Company
and the executive officer's continued compliance with his or her At Will
Employment, Confidential Information, Invention Assignment and Arbitration
Agreement with the Company. The foregoing description of the Severance
Agreements is qualified in its entirety by reference to the text of the form of
Severance Agreement, a copy of which is filed as Exhibit 10.1 to this report and
incorporated herein by this reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Form of Severance Agreement
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NKARTA, INC. 
