SEC Info - AVROBIO, Inc. - ‘10-Q’ for 6/30/23

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AVROBIO, Inc. – ‘10-Q’ for 6/30/23 – ‘EX-10.3’

On: Thursday, 8/10/23, at 4:32pm ET · For: 6/30/23 · Accession #: 950170-23-41408 · File #: 1-38537

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/10/23  AVROBIO, Inc.                     10-Q        6/30/23   69:9.5M                                   Donnelley … Solutions/FA

Quarterly Report — Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   2.63M 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML   1.32M 
                Liquidation or Succession                                        
 3: EX-10.1     Material Contract                                   HTML     35K 
 4: EX-10.2     Material Contract                                   HTML     39K 
 5: EX-10.3     Material Contract                                   HTML     35K 
 6: EX-10.4     Material Contract                                   HTML     40K 
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     27K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     23K 
14: R1          Document and Entity Information                     HTML     76K 
15: R2          Condensed Consolidated Balance Sheets               HTML    106K 
16: R3          Condensed Consolidated Balance Sheets               HTML     30K 
                (Parenthetical)                                                  
17: R4          Condensed Consolidated Statements of Operations     HTML     72K 
                and Comprehensive Loss                                           
18: R5          Condensed Consolidated Statements of Stockholders'  HTML     67K 
                Equity                                                           
19: R6          Condensed Consolidated Statements of Cash Flows     HTML    103K 
20: R7          Nature of the Business                              HTML     33K 
21: R8          Summary of Significant Accounting Policies          HTML     44K 
22: R9          License Agreements                                  HTML     74K 
23: R10         Fair Value Measurement                              HTML     85K 
24: R11         Supplemental Balance Sheet Information              HTML    119K 
25: R12         Leases                                              HTML     80K 
26: R13         Commitments and Contingencies                       HTML     28K 
27: R14         Note Payable                                        HTML     46K 
28: R15         Stockholders' Equity                                HTML     64K 
29: R16         Stock-Based Compensation                            HTML    156K 
30: R17         Net Loss Per Share                                  HTML    108K 
31: R18         Related Party Transactions                          HTML     34K 
32: R19         Subsequent Events                                   HTML     26K 
33: R20         Summary of Significant Accounting Policies          HTML     57K 
                (Policies)                                                       
34: R21         Fair Value Measurement (Tables)                     HTML     82K 
35: R22         Supplemental Balance Sheet Information (Tables)     HTML    119K 
36: R23         Leases (Tables)                                     HTML     69K 
37: R24         Stockholders' Equity (Tables)                       HTML     57K 
38: R25         Stock-Based Compensation (Tables)                   HTML    153K 
39: R26         Net Loss Per Share (Tables)                         HTML    109K 
40: R27         Nature of the Business - Additional Information     HTML     43K 
                (Detail)                                                         
41: R28         Summary of Significant Accounting Policies -        HTML     27K 
                Additional Information (Detail)                                  
42: R29         License Agreements - Additional Information         HTML    111K 
                (Detail)                                                         
43: R30         Fair Value Measurement - Summary of Financial       HTML     30K 
                Assets Measured at Fair Value on Recurring Basis                 
                (Detail)                                                         
44: R31         Fair Value Measurement - Additional Information     HTML     22K 
                (Detail)                                                         
45: R32         Supplemental Balance Sheet Information - Summary    HTML     33K 
                of Prepaid Expenses and Other Current Assets                     
                (Detail)                                                         
46: R33         Supplemental Balance Sheet Information - Summary    HTML     36K 
                of Property and Equipment, Net (Detail)                          
47: R34         Supplemental Balance Sheet Information -            HTML     23K 
                Additional Information (Detail)                                  
48: R35         Supplemental Balance Sheet Information - Summary    HTML     25K 
                of Restricted Cash (Details)                                     
49: R36         Supplemental Balance Sheet Information - Summary    HTML     31K 
                of Accrued Expenses (Detail)                                     
50: R37         Leases - Summary of effective lease cost            HTML     26K 
                comprehensive income loss (Details)                              
51: R38         Leases (Additional Information) (Details)           HTML     45K 
52: R39         Leases - Summary of Future Minimum Payments of      HTML     43K 
                Operating Lease Liabilities (Details)                            
53: R40         Note Payable - Additional Information (Details)     HTML     76K 
54: R41         Stockholders' Equity - Additional Information       HTML     30K 
                (Detail)                                                         
55: R42         Stockholders' Equity - Summary of Common Stock      HTML     41K 
                Reserved for Future Issuance (Detail)                            
56: R43         Stock-Based Compensation - Summary of Assumptions   HTML     30K 
                that Used to Determine Grant-Date Fair Value of                  
                Stock Options Granted to Employees and Members of                
                Board of Directors (Detail)                                      
57: R44         Stock-Based Compensation - Summary of Stock Option  HTML     57K 
                Activity (Detail)                                                
58: R45         Stock-Based Compensation - Additional Information   HTML     36K 
                (Detail)                                                         
59: R46         Stock-Based Compensation - Summary of Restricted    HTML     50K 
                Common Stock Units (Detail)                                      
60: R47         Stock-Based Compensation - Schedule of Stock-based  HTML     28K 
                Compensation Expense (Detail)                                    
61: R48         Earnings Per Share - Components of Basic and        HTML     50K 
                Diluted Earnings Per Share (Details)                             
62: R49         Net Loss Per Share - Schedule of Dilutive Common    HTML     28K 
                Stock Equivalents Excluded from Computation of                   
                Diluted Net Loss per Share (Detail)                              
63: R50         Related Party Transactions - Additional             HTML     33K 
                Information (Detail)                                             
64: R51         Subsequent Events (Additional Information)          HTML     30K 
                (Details)                                                        
67: XML         IDEA XML File -- Filing Summary                      XML    119K 
65: XML         XBRL Instance -- avro-20230630_htm                   XML   1.63M 
66: EXCEL       IDEA Workbook of Financial Report Info              XLSX    107K 
13: EX-101.CAL  XBRL Calculations -- avro-20230630_cal               XML    100K 
10: EX-101.DEF  XBRL Definitions -- avro-20230630_def                XML    369K 
11: EX-101.LAB  XBRL Labels -- avro-20230630_lab                     XML    985K 
12: EX-101.PRE  XBRL Presentations -- avro-20230630_pre              XML    656K 
 9: EX-101.SCH  XBRL Schema -- avro-20230630                         XSD    140K 
68: JSON        XBRL Instance as JSON Data -- MetaLinks              336±   526K 
69: ZIP         XBRL Zipped Folder -- 0000950170-23-041408-xbrl      Zip    518K

‘EX-10.3’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

EX-10.3

EXHIBIT 10.3

AVROBIO, INC.

EXECUTIVE RETENTION PAYMENT AGREEMENT

This Executive Retention Payment Agreement (“Agreement”) is made as of the 26th day of June, 2023, between AVROBIO, Inc., a Delaware corporation (the “Company”), and Azadeh Golipour (the “Executive”).

WHEREAS, the Executive’s continued service and dedication to the Company is highly valued by the Company;

and

WHEREAS, to incentivize the Executive to remain employed with the Company, the Company desires to offer the Executive a cash retention bonus payment on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Retention Payment.

(a)

As an incentive to remain employed with the Company, the Executive is eligible to receive a cash payment of $426,498.29 (the “Retention Payment”), subject to the Executive continuing to be employed by the Company as of December 31, 2023 (the “Effective Date”).

(b)

The Executive will be paid the Retention Payment in a lump sum amount on the Effective Date or with the Company’s next regular payroll following the Effective Date, at the Company’s discretion; provided, however, that subject to section 1(c) below, the Retention Payment shall be paid only if each of the following eligibility criteria is satisfied as of the Effective Date: (i) the Executive has not resigned from the Company or given the Company notice of intent to do so, other than resignation or termination by the Executive for “Good Reason” as defined in the applicable employment agreement between the Executive and the Company (the “Employment Agreement”); and (ii) the Company has not terminated the Executive’s employment for Cause (as defined in the Employment Agreement) or given notice to the Executive of its intent to do so.

(c)

Notwithstanding the foregoing, in the event that prior to the Effective Date (i) the Company undergoes a “Change in Control” (as defined in the Employment Agreement), (ii) the Company terminates the Executive’s employment without Cause, or (iii) the Executive terminates his or her employment for Good Reason, the Retention Payment shall be payable in full immediately prior to the consummation of such Change in Control, termination of the Executive’s employment by the Company without Cause, or the Executive’s termination of his or her employment for Good Reason, as applicable.

Withholdings; Other Tax Matters. The Retention Payment will be subject to taxes and other lawful withholdings. This Agreement is intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and shall be construed and administered in accordance with Section 409A. If the Retention Payment is paid in installments, each payment under this Agreement shall be considered a separate payment for 409A purposes.

At-Will Employment. The Executive’s employment remains at-will, meaning that the Executive and the Company may terminate the employment relationship at any time, subject to the terms and conditions of any applicable employment agreement between the Executive and the Company.

Governing Law. This Agreement for all purposes shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any conflict of

laws principles that would cause the laws of any other jurisdiction to apply.

Entire Agreement. This Agreement supersedes any other communication or representation from the Company regarding the Retention Payment.

Miscellaneous.

(a)

The Executive may not assign any rights under this Agreement.

(b)

The Retention Payment is in addition to and not in lieu of any salary, bonus, benefits, or severance to which the Executive may otherwise be entitled. Nothing in this Agreement modifies, or is intended to modify, any of the terms and conditions under any employment agreement between the Executive and the Company, if applicable.

(c)

This Agreement may be executed in two or more counterparts, and by the different parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties hereby have executed this Agreement on June 26, 2023.

AVROBIO, INC.

27-Jun-2023

/s/ Erik Ostrowski

By: Erik Ostrowski

Its: Interim CEO & CFO

EXECUTIVE

27-Jun-2023

/s/ Azadeh Golipour

By: Azadeh Golipour

Dates Referenced Herein

This ‘10-Q’ Filing	Date	Other Filings

	12/31/23	None on these Dates
Filed on:	8/10/23
For Period end:	6/30/23
	6/26/23
		List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/29/24  AVROBIO, Inc.                     S-4/A                 80:15M                                    Donnelley … Solutions/FA
 4/15/24  AVROBIO, Inc.                     S-4/A                 91:17M                                    Donnelley … Solutions/FA
 3/26/24  AVROBIO, Inc.                     S-4/A       3/25/24   89:18M                                    Donnelley … Solutions/FA
 3/14/24  AVROBIO, Inc.                     10-K       12/31/23   80:9.4M                                   Donnelley … Solutions/FA
 2/14/24  AVROBIO, Inc.                     S-4                   91:25M                                    Donnelley … Solutions/FA

2 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/05/20  AVROBIO, Inc.                     10-Q        9/30/20   61:6.1M                                   ActiveDisclosure/FA
 6/25/18  AVROBIO, Inc.                     8-K:5,9     6/20/18    3:148K                                   Donnelley … Solutions/FA

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Filing Submission 0000950170-23-041408 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)