ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 1, 2025, Myriad Genetics, Inc. (the "Company") entered into a Separation Agreement and Release of Claims (the "Separation Agreement") with Scott J. Leffler, the Company's former Chief Financial Officer. As previously disclosed, the Company announced Mr. Leffler's departure as Chief Financial Officer of the Company, effective August 15, 2025. Mr. Leffler's separation from employment occurred at the close of business on September 2, 2025 (the "Separation Date"). The Separation Agreement becomes effective on October 9, 2025, provided that Mr. Leffler does not revoke the Separation Agreement prior to such date. Pursuant to the terms of the Separation Agreement, in consideration for, among other things, his compliance with certain restrictive covenants, including customary non-compete, non-solicitation and non-disparagement covenants, and a typical release of claims against the Company, Mr. Leffler will receive a lump sum severance payment of $1,239,384. In addition, (i) the vesting of all outstanding time-based equity awards previously granted to Mr. Leffler that were scheduled to vest on or before the date two years following the Separation Date will be accelerated and will be deemed to vest on the Separation Date, provided that any annual vesting installments shall be deemed to vest in monthly installments over such two-year period, and (ii) any outstanding equity award with an unsatisfied performance-based condition shall remain outstanding and, if the applicable performance condition is satisfied on or before the date two years following the Separation Date, such award shall, to the extent so earned, vest to the extent scheduled to vest within such two-year period. The foregoing severance and other consideration payable to Mr. Leffler is being made pursuant to the terms of Mr. Leffler's Severance and Change of Control Agreement.
The foregoing description of the Separation Agreement is qualified in its entirety by the full text of the Separation Agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.