GlycoMimetics(GLYC) - 2025 Q2 - Quarterly Results

Crescent Biopharma, Inc. Executive Severance Plan Plan Introduction and Definitions This section outlines the Executive Severance Plan's purpose, effective term, and defines critical terms. Purpose and Term - The Plan's purpose is to provide severance benefits to a select group of management or highly compensated employees of Crescent Biopharma, Inc. and its Affiliates in the event of a CIC Qualifying Termination or a Qualifying Termination[3] - The Plan became effective on July 29, 2025, and will remain in effect until terminated pursuant to Section 9[3] Definitions - Key definitions include 'Cause' (e.g., dishonest acts, felony conviction, material failure to perform duties, gross negligence, material policy violation) and 'Good Reason' (e.g., material diminution in base salary/target bonus, relocation over 50 miles, material breach by Company, material reduction in duties for Tier 1 Participants)[3][4] - 'Change in Control Period' is defined as the period beginning three months before and ending 12 months after the consummation of a Change in Control[3] - 'Qualifying Termination' refers to termination by the Company without Cause or by the Participant for Good Reason, outside of the Change in Control Period. 'CIC Qualifying Termination' refers to the same types of termination, but occurring during the Change in Control Period[3][4] Eligibility and Severance Benefits This section details employee eligibility and severance benefits for various termination scenarios, including conditions for receipt. Eligibility - All employees holding the title of Vice President or higher are eligible to become Participants, subject to executing a Participation Agreement[7] Qualifying Termination Benefits - Upon a Qualifying Termination, participants receive a cash amount equal to their Severance Multiplier times Base Salary, paid according to regular payroll practices[7] - The Company will pay monthly contributions for group health insurance (COBRA) for a number of months equal to the Participant's COBRA Multiplier, or until eligibility for another plan, or cessation of COBRA rights[7] CIC Qualifying Termination Benefits - Upon a CIC Qualifying Termination, participants receive a lump sum payment equal to their CIC Severance Multiplier multiplied by the sum of Base Salary plus Target Bonus[9] - Participants also receive any earned but unpaid annual bonus for the preceding year, a lump sum COBRA payment (CIC COBRA Multiplier multiplied by monthly premiums), and immediate acceleration of unvested equity-based awards (performance-based conditions deemed met at greater of target or actual performance)[9] Other Termination - If employment is terminated other than as a Qualifying Termination or CIC Qualifying Termination, the Participant is not entitled to any payments or benefits under this Plan[9] Conditions for Severance Benefits - Payment of Severance Benefits is contingent upon the Participant's execution and non-revocation of a general release of claims and continued compliance with restrictive covenant obligations[9] - If a Participant is rehired by the Company while receiving Severance Benefits, any unpaid portion of benefits will cease[9][10] - If it is determined that no Qualifying Termination (or CIC Qualifying Termination) occurred after benefits have been received, the Participant must repay all Severance Benefits[10] Plan Administration and Legal Provisions This section details plan administration, funding, Section 409A compliance, amendment, claims, and excise tax provisions. Administration - The Plan is administered by the Committee (Compensation Committee of the Board) in its sole discretion, with all determinations being final and binding[13] - The Committee has authority to designate Participants, determine severance terms, interpret the Plan, establish rules, and make other necessary determinations[13] Funding - The Company's obligations under the Plan are unfunded, with all benefits payable from the general assets of the Company. Participants are considered unsecured creditors[13] Section 409A Compliance - The Plan is intended to be interpreted and applied to be exempt from or comply with Section 409A of the Code[12] - For 'specified employees' under Section 409A, certain payments or benefits due upon termination will be delayed and paid in a lump sum on the earlier of six months and one day after separation from service or the date of death[14] Amendment or Termination - The Committee may amend or terminate the Plan at any time, but any materially adverse amendment or termination will not be effective for a Participant until 12 months after the date of such action[14] - During a 12-month period beginning on a Change in Control, the Plan cannot be amended or terminated in a way that prevents eligibility or reduces benefits without the Participant's written consent[14] General Provisions - Nothing in the Plan changes a Participant's at-will employment status or guarantees employment duration[14] - Participants may not sell, transfer, or assign any right or interest under the Plan, and such rights are not subject to creditors' claims[14] - Any successor to the Company's business or assets will assume the Plan's obligations[14] - The Company will withhold all required federal, state, and local taxes from Severance Benefits[14] - Benefits payable under the Plan do not constitute compensation under other plans unless expressly provided[16] - The Plan and Participation Agreements constitute the entire agreement regarding severance benefits, superseding prior understandings[16] - The Plan is governed by ERISA and, to the extent applicable, the laws of Massachusetts[16] Claims and Appeals Procedure - Claimants must submit a written claim to the Committee within 90 days of learning about their benefits or denial[16] - The Committee will provide a written decision within 90 days (with a possible 90-day extension) explaining the denial and appeal procedures[16] - Appeals must be requested in writing within 60 days of receiving the denial notice. The Committee will decide on the appeal within 60 days (with a possible 60-day extension)[16][17] Certain Excise Taxes (Parachute Tax) - For Tier 1, Tier 2, and Tier 3 Participants, the Company will provide a 'Gross-Up Payment' to cover any excise tax imposed by Section 4999 of the Code (Parachute Tax)[17] - For Tier 4 and Tier 5 Participants, they will receive either the full amount of payments or a reduced amount ($1 less than three times their 'base amount' under Section 280G(b)(3)(A) of the Code), whichever results in the greatest after-tax receipt, without a tax gross-up[17][18] - The Auditors (nationally recognized US public accounting firm) will determine the amounts for these excise tax provisions[17][18] Exhibits Exhibit A: Severance Multipliers Exhibit A provides a table detailing the specific severance, COBRA, CIC severance, and CIC COBRA multipliers applicable to each of the five participant tiers under the Executive Severance Plan. Severance Multipliers | Tier | Severance Multiplier | COBRA Multiplier | CIC Severance Multiplier | CIC COBRA Multiplier | | :--- | :--- | :--- | :--- | :--- | | Tier 1 | 1.0x | 12 | 1.5x | 18 | | Tier 2 | 1.0x | 12 | 1.25x | 15 | | Tier 3 | 0.75x | 9 | 1.0x | 12 | | Tier 4 | 0.75x | 9 | 1.0x | 12 | | Tier 5 | 0.5x | 6 | 0.75x | 9 | Exhibit B: Form of Participation Agreement Exhibit B presents the standard form of the Participation Agreement, which formalizes an employee's enrollment in the Executive Severance Plan. - The Participation Agreement formalizes an employee's participation in the Plan, requiring acknowledgment and agreement to its terms and specifying the Participant's assigned Tier[23][24] - For CEO and COO only, the agreement may include an additional benefit of 30% acceleration of unvested time-based equity awards upon a