AMENDMENT TO EMPLOYEE MATTERS AGREEMENT
Exhibit 10.3
Execution Version
AMENDMENT TO EMPLOYEE MATTERS AGREEMENT
This amendment (the “Amendment”) to that certain Employee Matters Agreement, dated November 13, 2023 (the “Employee Matters Agreement”), between Alkermes plc (“Alkermes”), an Irish public limited company, and Mural Oncology plc (“Mural”), an Irish public limited company, is entered into as of December 14, 2023 by and among Alkermes and Mural. Any term used in this Amendment without definition has the meaning set forth for such term in the Employee Matters Agreement.
WHEREAS, the Parties to the Employee Matters Agreement desire to amend the provisions of such agreement related to the treatment of Alkermes RSUs and Alkermes PRSUs held by Mural Participants.
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
“(46) “Mural RSU Conversion Fraction” means a fraction, the numerator of which is the Alkermes Pre-Distribution Stock Value and the denominator of which is the opening trading price of Mural Ordinary Shares on the first trading day following the date upon which the Distribution Effective Time occurs, as reported on Bloomberg.”
“Alkermes RSUs held by Mural Participants. Upon the Distribution Effective Time, each Alkermes RSU held by a Mural Participant will be equitably adjusted solely into a Mural RSU. The number of Mural Ordinary Shares subject to the Mural RSU will be equal to the number of Alkermes Ordinary Shares subject to the Alkermes RSU immediately prior to the Distribution Effective Time multiplied by the Mural RSU Conversion Fraction, with the result being rounded down to the nearest whole share. Each Mural RSU shall be subject to the same terms and conditions regarding grant date, term, vesting (including for the avoidance of doubt, that each Mural Participant will receive service credit for purposes of vesting for periods of employment with Alkermes prior to the Distribution Effective Time), and other provisions regarding settlement as set forth in the original Alkermes RSU award. Such adjustment shall be done in a manner consistent with the requirements of Section 409A of the Code.”
Execution Version
“Alkermes PRSUs held by Mural Participants. Upon the Distribution Effective Time, each Alkermes PRSU held by a Mural Participant will be equitably adjusted solely into a Mural PRSU. The number of Mural Ordinary Shares subject to the Mural PRSU will be equal to the number of Alkermes Ordinary Shares subject to the Alkermes PRSU immediately prior to the Distribution Effective Time multiplied by the Mural RSU Conversion Fraction, with the result being rounded down to the nearest whole share. Each Mural PRSU shall be subject to the same terms and conditions regarding grant date, term, vesting (including for the avoidance of doubt, that each Mural Participant will receive service credit for purposes of vesting for periods of employment with Alkermes prior to the Distribution Effective Time), and other provisions regarding settlement as set forth in the original Alkermes PRSU award (other than with respect to performance conditions). Such adjustment shall be done in a manner consistent with the requirements of Section 409A of the Code.”
[Signature Page Follows]
Execution Version
IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of December 14, 2023.
ALKERMES PLC
BY: /s/ Xxx Xxxxxxx
Name: Xxx Xxxxxxx
Title: Assistant Company Secretary
BY: /s/ Xxxxxxxx Xxxx
Name: Xxxxxxxx Xxxx
Title: CEO