ASMB Assembly Biosciences Inc

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

In October 2022, Assembly Biosciences, Inc. (the "Company") reported that John G. McHutchison, A.O., M.D. would retire from his role as Chief Executive Officer effective December 31, 2022 and that Jason A. Okazaki, the Company's President and Chief Operating Officer, would succeed Dr. McHutchison as Chief Executive Officer, effective January 1, 2023 (the "Effective Date"). The Company also reported that following the Effective Date, Dr. McHutchison would remain a member of the Company's Board of Directors (the "Board") and would assume the role of Chairman of the Board's Science and Technology Committee as of the Effective Date.

On December 6, 2022, the Board's Compensation Committee approved an Amended and Restated Employment Agreement with Mr. Okazaki, to be effective as of the Effective Date (the "Amended Employment Agreement"). The Amended Employment Agreement provides for an initial annual base salary of $600,000 and an annual performance-based incentive cash bonus in an amount initially targeted to 60% of Mr. Okazaki’s then-current annualized base salary.

If Mr. Okazaki’s employment is terminated by the Company for disability or without cause or by Mr. Okazaki for good reason or as a result of his death within one month prior to or within 12 months following, a change of control (each as defined in the Amended Employment Agreement), and subject to Mr. Okazaki’s execution and non-revocation of a general release of claims, the Company will provide Mr. Okazaki the following benefits: (1) a lump sum payment equal to 18 months of his then-current base salary; (2) an amount equal to 1.5 times his full target annual bonus for the year in which the termination occurred; (3) immediate vesting in full of all equity awards (including equity awards that vest based on performance but only if and to the extent accelerated vesting is provided in agreements governing such equity awards); provided, however that (a) in the event that such termination occurs during the one month prior to a change of control, any equity-based compensation outstanding as of the termination will not accelerate but will remain outstanding and eligible to vest immediately prior to the consummation of the change of control and (b) in the event that such termination occurs prior to a change of control and such change of control is not consummated on or prior to the date one month after such termination, no vesting will occur and any equity awards outstanding as of the termination will vest, if at all, and terminate in accordance with, and to the extent provided in the non-change of control separation provisions and the equity award agreements; (4) extension of the exercise period for all vested stock options held by Mr. Okazaki until the earlier of the first anniversary of the employment termination date and the termination date of the vested stock options; and (5) up to 18 months of COBRA following termination.

If Mr. Okazaki’s employment is terminated by the Company as a result of his disability, by the Company without cause or by Mr. Okazaki for good reason, and such termination does not occur during the one month prior to or within 12 months following, a change of control, and subject to Mr. Okazaki’s execution and non-revocation of a general release of claims, the Company will provide him the following benefits: (1) continued payment of his then-current base salary for 12 months following the date of termination of employment; (2) his annual performance bonus, if any, for the year in which termination occurs in an amount equal to the amount Mr. Okazaki would have earned based on Company’s performance if he was employed for the full year, pro-rated based on the number of days employed for the year of termination; (3) all equity awards that would have time vested during the 12 months following the termination date shall accelerate and vest; (4) extension of the exercise period for all vested stock options held by Mr. Okazaki until the earlier of the first anniversary of the employment termination date and the termination date of the vested stock options; and (5) up to 12 months of COBRA following termination. The benefits described in this paragraph are in lieu of, and not in addition to, the benefits described in the prior preceding paragraph.

The Compensation Committee expects to approve an award of equity-based compensation related to Mr. Okazaki's promotion in conjunction with the Company's regularly scheduled annual grants in March 2023; however, the terms and conditions of any such awards have not been determined.

The foregoing description of the terms of the Amended Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended Employment Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.