Illumina Inc.

10/03/2024 | Press release | Distributed by Public on 10/03/2024 15:10

Management Change/Compensation Form 8 K

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

On October 3, 2024 (the "Effective Date"), Illumina, Inc. (the "Company") announced that Charles Dadswell, the Company's General Counsel and Secretary, will leave Illumina. He will stay on in an advisory role to Illumina's Chief Executive Officer and the Board of Directors through March 31, 2025. As of the Effective Date, Scott Davies, Vice President, Legal - Chief Corporate Counsel and Assistant Secretary, will serve as Interim General Counsel and Secretary.

Mr. Dadswell and the Company entered into an Advisory Agreement, dated as of the Effective Date (the "Advisory Agreement"), pursuant to which Mr. Dadswell will serve as an employee-advisor from October 3, 2024 through March 31, 2025 (the "Advisory Period End Date"). Mr. Dadswell's services during such period will consist of transitioning the duties and responsibilities of General Counsel of the Company and providing other advice and assistance as reasonably requested. In order to secure his services during such period, the Advisory Agreement provides that Mr. Dadswell will continue to receive his regular cash compensation, including his 2024 annual incentive award, and benefits during such period and that, upon satisfactory completion of his advisory services (including if the Company terminates the services prior to the Advisory Period End Date), he will receive a cash, lump-sum payment of $600,000.

In addition, Mr. Dadswell and the Company entered into the Company's standard Separation Agreement, dated as of the Effective Date (the "Separation Agreement") pursuant to which Mr. Dadswell will receive, following the termination of his services, (i) a lump sum payment equal to Mr. Dadswell's annual base salary, (ii) group health insurance premiums under COBRA for a period of 12 months and executive physical benefit, (iii) outplacement services and (iv) if unpaid prior to separation, Mr. Dadswell's 2024 annual incentive award, subject to Mr. Dadswell providing the Company with a standard release of claims.

The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full terms and conditions of Mr. Dadswell's Advisory Agreement and the Separation Agreement, which are filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and which are incorporated in this Item 5.02 by reference.