CERS 8-K
Cerus Corp (CERS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 17, 2026, the board of directors (the “Board”) of Cerus Corporation (the “Company”), upon the recommendation of its compensation committee, adopted a new severance plan (the “Severance Plan”) and the Company subsequently entered into individual participation agreements thereunder with certain officers, including Kevin D. Green, the Company’s Chief Financial Officer, Vivek Jayaraman, the Company’s Chief Operating Officer, Richard Benjamin, Ph.D., the Company’s Chief Medical Officer and Chrystal N. Jensen, the Company’s Chief Legal Officer, General Counsel and Secretary (collectively, the “Plan Participants”), which participation agreements supersede all prior severance arrangements between them and the Company.
The Severance Plan provides for the payment of certain benefits to the Plan Participants in exchange for an effective release of claims in the event the participant’s employment is terminated by the Company without cause or the participant resigns with good reason on or within 12 months following a change of control (as such terms are defined in the Severance Plan). The severance compensation under the Severance Plan consists of a lump sum cash severance payment equal to (a) 18 months of the participant’s annual base salary (24 months for Mr. Jayaraman at such time as he serves as the Company’s Chief Executive Officer) as in effect during the last regularly scheduled payroll period immediately preceding the termination event plus (b) 1.5 times the participant’s annual target cash bonus (two times Mr. Jayaraman’s annual cash bonus at such time as he serves as the Company’s Chief Executive Officer) for the year in which the termination occurs. Additionally, the Severance Plan provides for paid COBRA premiums at the same level as in effect as of the termination (including coverage for the participant’s eligible dependents) for 18 months (24 months for Mr. Jayaraman at such time as he serves as the Company’s Chief Executive Officer) after such termination or until the participant becomes eligible for group health insurance coverage through a new employer, whichever occurs first, and full accelerated vesting and exercisability of all of the participant’s then-outstanding equity awards.
In addition, in the event the employment of Mr. Green or Ms. Jensen is terminated without cause or he or she resigns with good reason other than on or within 12 months following a change of control, in exchange for an effective release of claims he or she will be entitled to cash severance equal to 12 months of his or her base salary in effect as of the date of such termination or resignation, paid in installments on the Company’s ordinary payroll dates and, subject to his or her timely election of continued coverage under COBRA, paid COBRA premiums at the same level as in effect as of the termination date for 12 months after such termination or until he or she becomes eligible for group health insurance coverage through a new employer, whichever occurs first. In the event Mr. Jayaraman’s employment is terminated without cause or he resigns his employment for good reason other than on or within 12 months following a change of control and while he is serving as the Company’s Chief Operating Officer, in exchange for an effective release of claims he will be entitled to the same payments and benefits as Mr. Green and Ms. Jensen. In the event Mr. Jayaraman’s employment is terminated without cause or he resigns his employment for good reason not on or within 12 months following a change of control and while he is serving as the Company’s President and Chief Executive Officer, in exchange for an effective release of claims Mr. Jayaraman will be entitled to cash severance equal to 12 months of his base salary in effect as of the termination date (less required deductions and withholdings) to be paid in the form of salary continuation on our standard payroll dates following such termination, and if he timely elects continued group health insurance coverage through COBRA, the Company will be obligated to pay his COBRA premiums necessary to continue his group health insurance coverage at the same level as in effect as of the termination date for 12 months after his termination or until he becomes eligible for group health insurance coverage through a new employer, whichever occurs first, his outstanding equity awards will accelerate in full as of the date of termination and, if the termination occurs after September 30 of a calendar year, he will also be entitled to a prorated annual cash bonus for such year, determined based on his target annual cash bonus opportunity and the portion of the year during which he was employed.
A copy of the Severance Plan is filed as Exhibit 10.1 hereto and incorporated herein by reference. A copy of the form of participation agreement is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Cerus Corporation Severance Plan and Summary Plan Description.
10.2 Form of Cerus Corporation Severance Plan Participation Agreement.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 21, 2026 CERUS CORPORATION
By: /s/ Chrystal N. Jensen
Chrystal N. Jensen
Chief Legal Officer, General Counsel and Secretary
CERUS CORPORATION
SEVERANCE PLAN
AND SUMMARY PLAN DESCRIPTION
(Adopted by the Board of Directors and effective
on April 17, 2026)
Tier 1: 2.0x
Tier 2: 1.5x
Tier 1: 2x
Tier 2: 1.5x
Plan Name: |
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Cerus Corporation Severance Plan |
Plan Sponsor: |
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Cerus Corporation Concord, California 94520 (925) 288-6000 |
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Identification Numbers: |
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EIN: 68-0262011 |
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PLAN NUMBER: 003 |
Plan Year: |
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Company’s Fiscal Year ending December 31 |
Plan Administrator: |
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Cerus Corporation Concord, California 94520 (925) 288-6000
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Agent for Service of |
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Cerus Corporation |
Legal Process: |
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Chief Legal Officer & General Counsel Concord, California 94520 (925) 288-6000
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Type of Plan: |
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Severance Plan/Employee Welfare Benefit Plan |
Plan Costs: |
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The cost of the Plan is paid by the Employer. |
In addition to creating rights for Covered Employees, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan (called “fiduciaries”) have a duty to do so prudently and in the interests of you and the other Covered Employees. No one, including the
Company or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit under the Plan or exercising your rights under ERISA. If your claim for a severance benefit is denied, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. (The claim review procedure is explained in Section 13 and Section 14 above.)
Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents and do not receive them within thirty days, you may file suit in a federal court. In such a case, the court may require the Administrator to provide the materials and to pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Administrator. If you have a claim which is denied or ignored, in whole or in part, you may file suit in a federal court. If it should happen that you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.
If you have any questions regarding the Plan, please contact the Administrator or the Company’s Chief Legal Officer. If you have any questions about this statement or about your rights under ERISA, you may contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration at 1-866-444-3272.
