Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 22, 2023, Instil Bio, Inc. (the "Company") entered into Retention
Bonus Agreements (the "Retention Bonus Agreements") with each of Bronson Crouch,
the Company's Chief Executive Officer, and Sandeep Laumas, M.D., the Company's
Chief Financial Officer. Pursuant to the Retention Bonus Agreements, the Company
agreed to pay one-year retention bonuses to Mr. Crouch and Dr. Laumas in the
amount of $423,832.50 and $232,875, respectively (each, a "Retention Bonus").
Pursuant to the terms of the Retention Bonus Agreements, each of Mr. Crouch and
Dr. Laumas will earn his respective Retention Bonus if he remains employed with
the Company in good standing through February 22, 2024 (the "Retention Date").
In the event that the Company terminates the employment of Mr. Crouch or Dr.
Laumas without Cause (as defined in the Retention Bonus Agreements) or Mr.
Crouch or Dr. Laumas resigns his employment for Good Reason (as defined in the
Retention Bonus Agreements), and other than as a result of death or disability,
at any time prior to the Retention Date, then the Retention Bonus will not be
subject to repayment. In the event that Mr. Crouch or Dr. Laumas resigns his
employment without Good Reason or his employment is terminated for Cause at any
time on or prior to the Retention Date, then the Retention Bonus will be subject
to repayment to the Company in full within 30 days of termination.
The above description of the Retention Bonus Agreements is qualified in its
entirety by reference to the complete terms and conditions as set forth in the
Retention Bonus Agreements, the form of which is filed as Exhibit 10.1 to this
Current Report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1+ Form of Retention Bonus Agreement.
104 The cover page of this report has been formatted in Inline XBRL.
+ Indicates a management contractor compensatory plan.
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INSTIL BIO, INC. 
