EX-99.1 2 formofletteragreement726.htm EX-99.1
July 25, 2023 [Name] [Address] Via Email: RE: Key Employee Reten on Program Dear [Name] In recogni on of your con nuing key role at Emergent BioSolu ons Inc. (the "Company"), the Board of Directors of the Company (the "Board"), has determined that you will receive a reten on bonus and an enhancement to your exis ng senior management severance plan (“SMSP”) upon the terms and condi ons set forth in this le er agreement (this “Agreement”). Please refer to Appendix A for certain defined terms used herein. 1. Reten on Bonus. You will receive a reten on bonus of $_____________ (the "Reten on Bonus"), payable in two (2) installments; the first installment being $___________, represen ng fi y percent (50%) of the Reten on Bonus and payable as soon as administra vely prac cable, but in no event later than 30 calendar days a er the execu on of this Agreement, and the second installment being $___________, the remaining 50% of the Reten on Bonus payable at the end of the Reten on Period (as defined below). 2. Reten on Period and Clawback. Subject to the terms and condi ons of this Agreement, your right to retain the Reten on Bonus will be subject to your con nued employment through the end of the Reten on Period. The "Reten on Period" begins on the date of this Agreement and ends on the earlier of the date that is (i) one year a er the date of this Agreement and (ii) thirty (30) days following any of (a) termina on of employment without Cause or resigna on for Good Reason, (b) the consumma on of a Change of Control transac on, (c) the Company's emergence from any chapter 11 case filed with the United States Bankruptcy Court pursuant to chapter 11 of Title 11 of the United States Code, (d) the date in which the United States Bankruptcy Court enters an order of conversion from a chapter 11 case described in clause (ii)(c), or (e) dismissal of a chapter 11 case described in clause (ii)(c). If prior to the end of the Reten on Period you voluntarily terminate your employment with the Company (other than as a result of your death or Disability) or if your employment is terminated by the Company for Cause, you hereby agree that you will re‐pay to the Company the por on of the Reten on Bonus that you received, less applicable taxes, payable within 30 days following receipt of wri en no ce from the Company. 3. Effect on Other Compensa on. By acceptance of this Agreement, you agree that the

Reten on Bonus is in lieu of any annual cash incen ve bonus that otherwise may be payable to you with respect to the 2023 calendar year under the Company's 2023 cash incen ve plan, payable in March 2024, and you hereby waive any right to receive such bonus under any such plan. 4. Enhanced Severance Benefit. During the Reten on Period, in the event your employment ends due to a termina on of employment without Cause or resigna on for Good Reason, your Applicable Percentage of Compensa on and Severance Payment and Benefits Con nua on Period as defined in the SMSP will be the same percentage amount and months dura on, respec vely, as applied in a Termina on without Cause – Change in Control event. All other benefits under the SMSP are unchanged. 5. Applica on of 409A. The payments and benefits under this Agreement are intended to be exempt from Sec on 409A of the Internal Revenue Code of 1986, as amended, and the regula ons and guidance promulgated thereunder (collec vely “Sec on 409A") and, accordingly, to the maximum extent permi ed this Agreement will be interpreted to be exempt from Sec on 409A. Notwithstanding the foregoing, the Company makes no representa on with respect to compliance with Sec on 409A and is not liable to you for any taxes or penal es under Sec on 409A. 6. Assignment. You may not assign your rights under this Agreement other than assignment of rights upon your death. The Company may assign its obliga ons hereunder to any successor in interest, including any acquirer of all or substan ally all the assets of the Company. 7. En re Agreement; Other Agreements. This Agreement sets forth the en re understanding of the Company and you regarding the subject ma er hereof, and supersedes all prior agreements, understandings and inducements, whether express or implied, oral or wri en. This Agreement does not modify, amend or supersede any of the rights or obliga ons of either party under any terms of any employment contract, offer le er of employment or compensa on plan, policy or arrangement of the Company, including, without limita on, the SMSP except as otherwise modified herein, any non‐compe on, non‐solicita on or other restric ve covenant under any employment, SMSP, or other agreement between you and the Company which are hereby reaffirmed by you in considera on of your eligibility for the Reten on Bonus. No modifica on or amendment of this Agreement will be effec ve without a prior wri en agreement signed by you and the Company. 8. Confiden ality. You hereby agree, to the maximum extent permi ed by law, to keep confiden al the existence and the terms of this Agreement provided, however, that (i) you may disclose the terms of this Agreement to your immediate family members or members of your household, and financial or legal representa ves or advisers who reasonably need to have access to such informa on to provide services to you, provided that you have made such family members, representa ves, and advisors aware of the confiden al nature of such informa on prior to disclosure, and (ii) you may disclose the terms of this Agreement if required to do so by

any applicable legal requirement so long as reasonable prior no ce of such required disclosure is given to the Company. 9. No ces. All no ces, approvals and other communica ons required or permi ed to be given under this Agreement must be in wri ng and will be validly served or given if delivered in person, electronically (with read receipt acknowledgment), mailed by first class mail (registered or cer fied, return receipt requested), or overnight air courier with proof of delivery (i) if to the Company, at its principal corporate offices addressed to the a en on of the Chief Human Resources Officer, and (ii) if to you, at your home address as such address may appear on the records of the Company, or to such other address as such party may herea er specify in wri en no ce to the other party. 10. Governing Law; Waiver of Jury Trial. To the maximum extent permi ed by law, this Agreement is governed by and to be construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles thereof. The par es to this Agreement each hereby irrevocably submits to the non‐exclusive jurisdic on of Maryland or federal court of Maryland in any ac on or proceeding arising out of or rela ng to this Agreement, and all par es hereby irrevocably agree that all claims in respect of such ac on or proceeding may be heard and determined in Maryland or federal court of Maryland and hereby irrevocably waive to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such ac on or proceeding. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. 11. Tax. Amounts payable under this Agreement are subject to withholding for any federal, state and local income and employment taxes as required to be withheld pursuant to any applicable law or regula on. 12. Waiver. Failure by either party to exercise, or any delay in exercising any right or remedy provided under this Agreement or by law does not cons tute a waiver of that or any other right or remedy nor will it prevent or restrict any further exercise of that or any other right or remedy. 13. Severability. In case any provision in this Agreement is or is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions are not in any way affected or impaired thereby. 14. Counterparts. This Agreement may be executed in two or more counterparts and by the different par es as separate counterparts, each of which when executed is deemed to be an original but all of which taken together cons tutes one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement electronically (including portable document format (pdf.)) or by facsimile is as effec ve as delivery of a manually executed counterpart of this Agreement.

To accept this. Agreement please sign where indicated below and return no later than July 26, 2023 to Jennifer Fox at [***] or Michelle Pepin at [***]. This Agreement cannot be accepted by you a er July 26, 2023. Sincerely, Emergent BioSolu ons, Inc. _______________________________________________ Haywood Miller, Interim Chief Execu ve Officer ACCEPTED AND AGREED AS OF THE DATE FIRST SET FORTH ABOVE: ____________________________________________ Signed by: [NAME]

APPENDIX A Defini ons. For purposes of this Agreement, the following terms have the meanings as set forth below: “Cause” means each of the following that results in demonstrable harm to the Company’s financial condi on or business reputa on: (1) Par cipant’s convic on of or plea of guilty or no contest to any felony or crime of moral turpitude; (2) Par cipant’s dishonesty or disloyalty in performance of du es; (3) conduct by the Par cipant that jeopardizes the Company’s right or ability to operate its business; (4) viola on by the Par cipant of any of the Company’s policies or procedures, (including without limita on employee workplace policies, an ‐bribery policies, insider trading policy, communica ons policy, etc) if uncured within two weeks of wri en no ce by the Company; or (5) Par cipant’s willful malfeasance, misconduct, or gross neglect of duty. "Change of Control" means an event or occurrence set forth in any one or more of subsec ons (a) through (d) below, including an event or occurrence that cons tutes a Change in Control under one of such subsec ons but is specifically exempted from another such subsec on, provided that such event or occurrence cons tutes a change in the ownership or effec ve control of the Company, or a change in the ownership of a substan al por on of the assets of the Company, as defined in Treasury Regula on §§ 1.409A‐3(i)(5): (a) the acquisi on by an individual, en ty or group (within the meaning of Sec on 13(d)(3) or 14(d)(2) of the Securi es Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, a er such acquisi on, such Person beneficially owns (within the meaning of Rule 13d‐3 promulgated under the Exchange Act) 20% or more of either (x) the then‐outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined vo ng power of the then‐outstanding securi es of the Company en tled to vote generally in the elec on of directors (the “Outstanding Company Vo ng Securi es”); provided, however, that for purposes of this subsec on (a), the following acquisi ons do not cons tute a Change in Control: (i) any acquisi on directly from the Company (excluding an acquisi on pursuant to the exercise, conversion or exchange of any security exercisable for, conver ble into or exchangeable for common stock or vo ng securi es of the Company, unless the Person exercising, conver ng or exchanging such security acquired such security directly from the Company or an underwriter or agent of the Company), (ii) any acquisi on by the Company or an Excluded Person, (iii) any acquisi on by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corpora on controlled by

the Company, or (iv) any acquisi on by any corpora on pursuant to a transac on which complies with clauses (i) and (ii) of subsec on (c) of this Sec on; or (b) at such me as the Incumbent Directors do not cons tute a majority of the Board (or, if applicable, the Board of Directors of a successor corpora on to the Company); or (c) the consumma on of a merger, consolida on, reorganiza on, recapitaliza on or statutory share exchange involving the Company or a sale or other disposi on of all or substan ally all of the assets of the Company in one or a series of transac ons (a “Business Combina on”), unless, immediately following such Business Combina on, each of the following two condi ons is sa sfied: (i) all or substan ally all of the individuals and en es who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Vo ng Securi es immediately prior to such Business Combina on beneficially own, directly or indirectly, more than 50% of the then‐outstanding shares of common stock and the combined vo ng power of the then‐outstanding securi es en tled to vote generally in the elec on of directors, respec vely, of the resul ng or acquiring corpora on in such Business Combina on (which includes, without limita on, a corpora on which as a result of such transac on owns the Company or substan ally all of the Company’s assets either directly or through one or more subsidiaries) (such resul ng or acquiring corpora on is referred to herein as the “Acquiring Corpora on”) in substan ally the same propor ons as their ownership, immediately prior to such Business Combina on, of the Outstanding Company Common Stock and Outstanding Company Vo ng Securi es, respec vely; and (ii) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corpora on) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of the Acquiring Corpora on, or of the combined vo ng power of the then‐outstanding securi es of such corpora on en tled to vote generally in the elec on of directors (except to the extent that such ownership existed prior to the Business Combina on); or (d) approval by the stockholders of the Company of a complete liquida on or dissolu on of the Company. “Disability'' means that you are unable, as reasonably determined by the Board, to perform your du es for a period of 90 consecu ve days as a result of physical or mental impairment or illness or injury. “Good Reason” means, except as otherwise specified by the Chief Execu ve Officer of the Company at the me a Par cipant is designated as a Par cipant of the SMSP (provided that such excep on does not adversely affect such Par cipant), with respect to such a

Par cipant, (i) a decrease in (or failure to increase in accordance with the terms of any employment contract) the Par cipant’s base salary or bonus opportunity, (ii) a diminu on in the aggregate employee benefits and perquisites provided to the Par cipant, (iii) a diminu on in the Par cipant’s tle, repor ng rela onship, du es or responsibili es, (iv) reloca on of the Par cipant’s primary office more than 35 miles from its current loca on, or (v) the failure by any successor to the Company or any Acquiring Corpora on (as defined in Sec on 1(E)(c)) to explicitly assume this Plan and the Company’s obliga ons hereunder and maintain the Plan in effect for a period of at least eighteen (18) months.