ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN
OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On June 27, 2022, Aptose
Biosciences Inc. (“we” or the “Company”) appointed Mr. Fletcher Payne as its Senior Vice President and Chief
Financial Officer. In connection with this appointment, the Company and Mr. Payne, age 59, entered into an employment agreement on June
27, 2022 (the “Employment Agreement”).
Mr. Payne recently served
as Chief Financial Officer of Synapse, where he completed several financing transactions and oversaw accounting, finance, corporate development,
and legal functions. Prior, he served as Chief Financial Officer at Catalyst Bioscience, a publicly traded biotech company. He has served
in Chief Financial Officer capacity and in senior financial positions at CytomX Therapeutics, Plexxikon Inc., Rinat Neuroscience Corporation,
Dynavax Technologies Corporation, and Cell Genesys, among others. Mr. Payne holds a Bachelor of Science degree in Finance from the Haas
School of Business, University of California, Berkeley.
Mr. Payne’s term of
employment commenced on June 27, 2022, and will continue for an indefinite period of time until terminated pursuant to the terms of the
employment agreement. During the term of his employment, Mr. Payne will receive an annual base salary of $430,000 and will be eligible
for an annual discretionary bonus of up to 40% of his base salary, to be determined in the good faith discretion of the Company’s
Board of Directors (the “Board”), based upon the Company’s and Mr. Payne’s achievement of certain objectives and
milestones. In the event of Mr. Payne’s termination of employment by the Company without cause, or termination of employment by
Mr. Payne for “good reason” (as defined in the Employment Agreement) and subject to his execution and non-revocation of a
release of claims and his continuing compliance with the terms of the Employment Agreement and the Confidentiality Agreement (as described
below), Mr. Payne will be entitled to a lump sum cash payment equal to his annual base salary at the time of termination, a lump sum cash
payment equal to the average of his last three annual bonus payments and, if elected, payment of monthly COBRA insurance premiums for
up to twelve months.
Pursuant to the Employment
Agreement and subject to approval by the Board, Mr. Payne will be granted an award of options to purchase 1,000,000 shares of the Company’s
common shares, subject to the terms and conditions of the Company’s 2021 Stock Incentive Plan. Pursuant to the Employment Agreement,
during and following termination of his employment, Mr. Payne is subject to a non-solicitation covenant and a separate Confidentiality
Agreement. In addition, during his employment, Mr. Payne is subject to a non-competition provision.
The foregoing description
of the Employment Agreement does not purport to be complete and is qualified in all respects by reference to the full text of the Employment
Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated into this Item 5.02 by
reference.
There are no arrangements
or understandings between Mr. Payne and any other person pursuant to which Mr. Payne was appointed as an officer of the Company.
Mr. Payne does not have any
family relationship with any director or officer of the Company or any other person nominated or chosen by the Company to become a director
or executive officer, and there are no transactions in which Mr. Payne has an interest requiring disclosure under Item 404(a) of Regulation
S-K.