8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported): October 17, 2022

SomaLogic, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39796	85-4298912
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2945 Wilderness Place, Boulder, Colorado	80301
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (303) 625-9000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions (see General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	SLGC	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share	SLGCW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Executive Chair

On October 17, 2022, SomaLogic, Inc. (the “Company”) announced the appointment of Troy Cox, a current member of the Company’s Board of Directors (the “Board”), as Executive Chair of the Board. Charles M. Lillis will step down as Chairman of the Board but will continue to serve as a member of the Board.

Mr. Cox, 57, has served as a member of the Board since September 2021. Mr. Cox has served as a director of SOPHiA GENETICS SA since July 2019 and as its chairman since February 2020, a director of LetsGetChecked Inc. since October 2019 and as its vice chairman since May 2020, and as a director at Zymeworks Inc. (NYSE: ZYME) since June 2019. Mr. Cox also serves as a director for two non-profits: Massachusetts BioTechnology Council (MassBio) and Dream Foundation. Mr. Cox previously led Foundation Medicine, Inc., a genomic profiling biotechnology company, as President and Chief Executive Officer from February 2017 to February 2019, including its acquisition by Roche in July 2018. Prior to Foundation Medicine, Mr. Cox served as Senior Vice President and Officer at Genentech, Inc., one of the world’s oldest biotechnology companies, from February 2010 to February 2017. Before joining Genentech, Mr. Cox held executive and senior roles of increasingly broad accountabilities including President of CNS operations at UCB BioPharmaceuticals, Senior Vice President at Sanofi-Aventis and diverse foundational roles at Schering-Plough. Mr. Cox received an M.B.A. at the University of Missouri and B.B.A. in Finance from the University of Kentucky. His qualifications to serve as Executive Chair include his extensive experience in the life sciences industry as an executive and in connection with evaluation and execution of business transaction and merger opportunities.

Effective as of his appointment as Executive Chair, Mr. Cox will also assume the responsibilities of the Company’s principal executive officer for purposes of the rules and regulations of the Securities and Exchange Commission. Roy Smythe will retain his current title as the Company’s Chief Executive Officer. In connection with Mr. Cox’s transition to Executive Chair of the Board, on October 17, 2022, the Company and Mr. Cox entered into an Employment Agreement providing for the terms and conditions of his employment with the Company (the “Employment Agreement”). The Employment Agreement includes, among other things, Mr. Cox’s (i) annual base salary of $460,000, (ii) eligibility for an annual incentive bonus of up to 85% of his annual base salary, subject to the achievement of certain financial targets and certain other performance metrics, (iii) eligibility to participate in the Company’s 2021 Omnibus Incentive Plan (the “2021 Plan”) (and any successor equity incentive plan), subject to the terms of the 2021 Plan and as determined by the Board and (iv) eligibility to participate in the Company’s employee benefit plans, as in effect from time to time. The Employment Agreement will terminate upon Mr. Cox’s death, and may be terminated by the Company in the event of his Disability (as defined in the Employment Agreement) or with Cause (as defined in the Employment Agreement). Mr. Cox may resign his employment with the Company with or without Good Reason (as defined in the Employment Agreement). In the event the Company terminates Mr. Cox’s employment without Cause, Mr. Cox resigns his employment for Good Reason, or the Company or its successor terminates Mr. Cox without Cause or Mr. Cox resigns his employment for Good Reason during the twelve month period following a Change of Control (as defined in the Employment Agreement), then Mr. Cox would receive, in addition to accrued but unpaid salary and vested employment benefits through the termination date, such termination benefits offered pursuant to the Company’s then-effective Severance Plan (as discussed below).

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

In addition to the compensation Mr. Cox will receive pursuant to the Employment Agreement, the Company also granted 885,416 stock options to Mr. Cox pursuant to the 2021 Plan, one third of which vest on the first anniversary of the grant date, with the remaining portion of the award vesting in equal monthly installments over the subsequent twenty-four months.

There are no family relationships between Mr. Cox and any director or executive officer of the Company, and he does not have direct or indirect material interests in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The press release, dated October 17, 2022, announcing Mr. Cox’s appointment has been filed as Exhibit 99.1 to this report.

1

Key Employee Severance Plan

On October 17, 2022, the Company’s Compensation Committee, as part of its ongoing review of the Company’s executive compensation and retention programs, approved the SomaLogic, Inc. Key Employee Severance Plan (the “Severance Plan”) and also on October 17, 2022, the Board ratified the Committee’s approval of the Severance Plan. The Severance Plan provides for severance payments and benefits to certain eligible employees, including the Company’s named executive officers.

Under the terms of the Severance Plan, in the event that a participant experiences a Termination Without Cause (as defined in the Severance Plan) or resigns for Good Reason (as defined in the Severance Plan) in each case that is not a Change in Control Termination (as defined below), the participant will receive, subject to his or her satisfaction of the conditions to severance described below, (i) a lump sum severance payment equal to a number of months of his or her base salary, which varies based on the participant’s designated employment tier (from 4 months for “Tier 4” participants to 12 months for “Tier 1” participants), (ii) payment of the premiums for the participant’s continued post-termination health insurance coverage or continued coverage under the Company’s health insurance plans for up to the number of months in the participant’s severance period, and (iii) in the case of a “Tier 1” participant, an additional 12 months’ of vesting acceleration for the participant’s then outstanding and unvested equity awards that are subject to service-based vesting.

In addition, in the event that a participant experiences a Termination Without Cause or resigns for Good Reason within twelve (12) months after a Change in Control (a “Change in Control Termination”), the participant will receive, subject to his or her satisfaction of the conditions to severance described below, (i) a lump sum severance amount equal to a number of months of his or her base salary plus his or her target annual bonus opportunity (prorated for partial years in the severance period), which number of months varies based on the participant’s designated employment tier (from 6 months for “Tier 4” participants to 18 months for “Tier 1” participants), (ii) payment of the premiums for the participant’s continued post-termination health insurance coverage or continued coverage under the Company’s health insurance plans for up to the number of months in the participant’s severance period, and (iii) full vesting acceleration of each of the participant’s then outstanding and unvested equity awards that are subject to service-based vesting.

As a condition to a participant’s receipt of payments or benefits under the Severance Plan, the participant must execute and not revoke a general waiver and release of all claims against the Company. If the payments or benefits payable under the Severance Plan would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, then those payments or benefits will be reduced if such reduction would result in a higher net after tax benefit to the participant.

The foregoing description of the Severance Plan is qualified in its entirety by reference to the text of the Severance Plan filed as Exhibit 10.2 and incorporated herein by reference.

Exhibit No.	Description
10.1	Employment Agreement, dated October 17, 2022, between SomaLogic, Inc. and Troy Cox*
10.2	Key Employee Severance Plan, dated October 17, 2022*
99.1	Press Release issued October 17, 2022
104	Cover Page Interactive Data File

* Management contract or compensatory plan.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SomaLogic, Inc.
(Registrant)
By:	/s/ Ruben Gutierrez
Name:	Ruben Gutierrez
Title:	General Counsel

October 17, 2022

3

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of October 17, 2022 (the “Effective Date”), between Troy Cox (the “Employee”), and SomaLogic, Inc. (the “Company”).

RECITALS

A. The Employee is currently a member of the Company’s Board of Directors. The Company now wishes to employ the Employee on a part-time basis as the Company’s Executive Chairman. The Company desires to employ the Employee as an at-will employee of the Company in an executive capacity, in which capacity the Employee has received and will continue to receive Proprietary Information (as defined below) and Trade Secrets (as defined below) from the Company.

B. The Employee is willing and agrees to accept such continued employment on the terms and conditions of this Agreement.

AGREEMENT

In consideration of the promises and mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Employment. The Company hereby agrees to employ the Employee on an at-will basis, and the Employee hereby accepts such employment, upon the terms and conditions of this Agreement.

2. Title; Reporting. The Employee shall have the title of Executive Chairman. The Employee shall report directly to the Company’s Board of Directors unless and until such time as the Board of Directors changes such reporting responsibility.

3. Duties. The Employee shall perform and discharge well and faithfully for the Company the Employee’s duties and responsibilities as an employee of the Company, including such management activities as are assigned to the Employee. Except as otherwise agreed to by the Company in writing (e.g., continuing to serve as a director on boards of organizations on which the Employee serves as of the Effective Date), the Employee shall devote sufficient business time and attention, as requested by the Board of Directors to the performance of his duties hereunder (vacations and absences due to illness excluded) faithfully and to the best of his abilities, and the Employee shall not engage in any other business, profession or occupation, for compensation or otherwise, which would interfere or conflict with the performance of the Employee’s services hereunder or duties to the Company.

4. At-Will Employment Relationship. The Employee’s employment under this Agreement will be in effect from the Effective Date until the date of termination of the employment of the Employee (the “Termination Date”) in the manner set forth in Section 6 (the “Term”). The Employee is an at-will employee of the Company, and neither this Agreement nor any written or oral communication or course of performance by the parties before or after the Effective Date shall be construed to alter or modify in any way the at-will employment status of the Employee. The parties acknowledge that (i) the Company has the right to terminate the employment of the Employee with the Company at any time and for any reason, and (ii) the Employee has the right to terminate the Employee’s employment with the Company at any time and for any reason, in each case in accordance with Section 6. Nothing in any Company communication, document, policy, or procedure is intended to create a promise or representation of continued employment or employment for a fixed period of time. Similarly, no wage increase, promotion, length of service, oral promise by any person, or any other aspect of the employment relationship that may arise shall change the ability of either the Company or the Employee to terminate the employment relationship at will.

5. Compensation. As full compensation for all services to be rendered by the Employee to the Company, in all capacities, during the Term, the Employee shall receive the following compensation and benefits:

5.1. Base Salary. The Company shall pay the Employee an annual rate of base salary of $460,000 in periodic installments in accordance with the Company’s customary payroll practices, but no less frequently than monthly (“Base Salary”). The Employee’s Base Salary may not be decreased during the Term, other than as part of an across-the-board salary reduction that applies in the same manner to all senior executives.

5.2. Medical Insurance and Other Benefits. For so long as the Employee remains employed by the Company, the Employee shall be eligible to receive such medical, paid time off and other benefits as are furnished to similarly situated employees of the Company (subject to and to the extent permitted by the Company’s plan documents). In the event of the Employee’s termination of employment with the Company for any reason, the eligibility for and continuation, provision, accrual and vesting of any employee benefits with respect to the Employee or the Employee’s dependents shall be governed solely by the operative documents relating to such benefits and applicable law.

5.3. Expense Reimbursement. The Company will pay or reimburse the Employee for such business travel or other business expenses as the Employee may reasonably incur while the Employee is employed by the Company in connection with the performance of the Employee’s duties hereunder, but only to the extent that the Employee furnishes the Company with evidence substantiating all such expenses and any other expenses that comply with the Company’s policies regarding the reimbursement of such expenses. The Company may from time to time reasonably require or request such documentation or additional documentation. Any reimbursement of such expenses made to the Employee pursuant to this Section 5.3 will be made within a reasonable time following the Employee’s substantiation of the amount and type of expenses incurred but in no event later than the last day of the calendar year following the calendar year to which such expense relates.

5.4. Incentive Bonus. The Employee will be eligible to receive an annual incentive bonus of up to 85% of Employee’s base salary (“Incentive Bonus”), for achievement of certain financial targets and other performance metrics as mutually determined by the Employee and the Board of Directors.

5.5. Equity Awards. During the Term, the Employee shall be eligible to participate in the Company’s 2021 Omnibus Incentive Plan or any successor plan, subject to the terms of the 2021 Omnibus Incentive Plan or successor plan, as determined by the Board in its discretion.

5.6. Full Compensation. Except as may be provided in Section 6 hereof, the Employee acknowledges and agrees that the compensation described in this Section 5 is the only compensation to which the Employee is entitled for any and all services rendered by the Employee to the Company.

6. Termination. The following provisions shall apply to the termination of the Employee’s employment with the Company:

6.1. Termination upon Death. If the Employee dies at a time when the Employee is employed by the Company, both the Term and the Employee’s employment shall terminate as of the date of the Employee’s death.

-2-

6.2. Termination upon Disability. If the Employee becomes physically or mentally disabled, whether totally or partially, during the time period during which he is employed by the Company, so that the Employee is unable to perform his essential job functions hereunder, with or without reasonable accommodation in accordance with applicable law, as determined by the Company in its good faith judgment, for (i) a period of ninety (90) consecutive days, or (ii) for shorter periods aggregating 120 days during any twelve-month period (any such event, as determined by the Company, being referred to herein as “Disability”), the Company may, by written notice to the Employee, terminate the Employee’s employment, in which event the Term and the Employee’s employment shall terminate ten (10) days after the date upon which the Company delivers notice to the Employee of its intention to terminate the Employee’s employment because of Disability.

6.3. Termination by the Company for Cause. The Company may, by written notice to the Employee, terminate the Employee for Cause (as defined below), in which event both the Term and the Employee’s employment with the Company shall terminate immediately upon delivery of such notice of termination. As used herein, the term “Cause” shall mean any one or more of the following:

(a) the Employee’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony, involves fraud, dishonesty or moral turpitude, or results in the imposition of a term of imprisonment;

(b) the occurrence of any of the following acts on the part of the Employee:

(i) fraud, willful or intentional misconduct or gross negligence in connection with the business of the Company;

(ii) embezzlement or misappropriation of any funds of the Company;

(iii) alcohol or substance abuse that has impaired or could reasonably be expected to impair the ability of the Employee to perform the Employee’s duties to the Company;

(iv) failure to comply with any Company policy, practice, procedure, or directive in any material respect, including those regarding harassment or discrimination in employment that, if capable of being cured, is not cured within thirty (30) days after the Company delivers written notice to the Employee of such material breach; or

(v) dishonesty or a breach of the Employee’s duty of loyalty that has adversely affected or could reasonably be expected to adversely affect the Company in any material respect;

(c) the Employee’s excessive absenteeism, or unreasonable neglect or abandonment of his duties; or

(d) the Employee’s material breach of any provision of this Agreement that, if capable of being cured, is not cured within thirty (30) days after the Company delivers written notice to the Employee of such material breach.

For avoidance of doubt, each of the matters described in subparagraphs (a), (b), (c) and (d) above of this Section 6.3 is a separate and independent basis constituting “Cause” under this Agreement.

-3-

6.4. Termination by the Employee for any Reason (other than Good Reason). The Employee, by written notice to the Board of Directors, may terminate his employment with the Company at any time and for any reason (other than Good Reason (as defined below)), in which event both the Term and the Employee’s employment with the Company shall terminate on a date specified by the Employee in his notice of termination, which date shall be not earlier than 30 days after the date of delivery of such notice of termination to the Company (provided that the Company may accelerate the Termination Date, and pay the Employee for the remaining notice period).

6.5. Other Termination. If (a) the Company terminates the Employee without Cause; (b) the Employee terminates his employment with the Company for Good Reason; or (c) the Company or its successor terminates the Employee without Cause or the Employee terminates his employment for Good Reason during the 12-month period following a Change of Control, then such termination will be subject to the Company’s then-effective Executive Severance and Change of Control Benefit Plan. As used herein, the term “Good Reason” shall mean the occurrence of any of the following, in each case during the Term without the Employee’s written consent: (a) a material reduction in the Employee’s Base Salary, other than a general reduction in Base Salary that affects all similarly situated employees in substantially the same proportions; (b) a material reduction in the Employee’s Incentive Bonus opportunity; (c) a relocation of the Employee’s principal place of employment by more than 50 miles; (d) any material breach by the Company of any material provision of this Agreement; (e) the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law; and/or (f) a material, adverse change in the Employee’s title, authority, duties or responsibilities; provided, however, that cessation of Employee’s Executive Chairman duties shall not constitute Good Reason hereunder. The term “Change of Control” means the occurrence of one or more of the following events: (a) a sale of all or substantially all of the assets of the Company; (b) the acquisition of more than 50% of the voting power of the outstanding securities of the Company by one or more persons or entities by means of any transaction or series of related transactions (including, without limitation, reorganization, merger or consolidation) unless the Company’s stockholders of record as constituted immediately prior to such acquisition will, immediately after such acquisition (by virtue of their continuing to hold such stock and/or their receipt in exchange therefor of securities issued as consideration for the Company’s outstanding stock) hold at least 50% of the voting power of the outstanding securities of the surviving or acquiring entity; or (c) any reorganization, merger or consolidation in which the Company is not the surviving entity, excluding any merger effected exclusively for the purpose of changing the domicile of the Company.

6.6. Effect of Termination.

(a) In the case of a termination pursuant to any of the applicable termination provisions of this Agreement, the following provisions shall apply:

(i) The Company shall pay to the Employee (or, in the case of death, his estate) (A) all Base Salary that has been earned and not been paid as of the Termination Date in accordance with the Company’s customary payroll schedules for salaried employees, and (B) any employment benefits that have fully accrued and vested but not been paid as of the Termination Date in accordance with the terms of any applicable employment benefit arrangements and applicable law.

(ii) All other rights and benefits of the Employee hereunder shall terminate upon such termination, except for any right of the Employee or his dependents to continue benefits pursuant to applicable law.

-4-

(b) In the case of a termination pursuant to any of the applicable termination provisions of this Agreement, the Employee (or, in the event of death, the Employee’s estate) shall continue to be obligated to comply with all of the terms, conditions and covenants of this Agreement that survive the termination of his employment. In addition, the Employee (or, in the event of death, the Employee’s estate) shall fully comply with his obligations to return all of the Company’s property pursuant to the Confidentiality and Intellectual Property Agreement (“Confidentiality Agreement”) entered into between the Company and the Employee. This Section 6.6(b) shall constitute a separate covenant which shall be enforceable after the Term.

6.7. Covenants and Restrictions. The Employee shall be subject to the covenants and other restrictions contained in Sections 6.8(b), 7, 8, 9 and 10 (and any other provisions that by their terms survive the expiration of the Term) both during and after the Term.

7. Restrictive Covenants.

7.1. Non-Competition. In consideration of the at-will employment, continued employment, compensation, and other enforceable promises contained in this Agreement (including potential severance payments and benefits), and other good and valuable consideration, the receipt and sufficiency of which the Employee acknowledged above, and in order to protect the goodwill, Proprietary Information, customer relationships and other legitimate business interests of the Company, the Employee agrees that during the Term and for one (1) year following the Termination Date (collectively the “Restricted Period”), Employee shall not, whether for compensation or without compensation, directly or indirectly, as an employee, officer, owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person or entity, carry on, be engaged or take part in, or render services or advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any person or entity whose Primary Business involves analysis, research, or the development of clinical products in the field of proteomics (the “Business”). “Primary Business” includes any entity that derives 51% or more of its revenues from the Business. Notwithstanding the foregoing, the Employee’s ownership or control of up to two percent (2%) of the outstanding voting securities or securities of any class of a company with a class of securities which are publicly traded shall not be deemed to be a violation of the provisions of this Section 7.1.

7.2. Non-Solicitation of Employees. In consideration of the at-will employment, continued employment, compensation, Proprietary Information, and other enforceable promises contained in this Agreement (including potential severance payments and benefits), and for other good and valuable consideration, the receipt and sufficiency of which the Employee acknowledged above, the Employee further agrees that the Employee shall not, during the Restricted Period, directly or indirectly (whether as an employee, agent, consultant, owner, investor, manager, officer, advisor or otherwise, in any individual or representative capacity), engage in any of the following activities:

(a) hire, attempt to hire, contact or solicit with respect to or in anticipation of hiring any person performing services as an officer, employee or consultant of the Company, in each case, who performed services in such capacity at any time during the most recent 12-month period during which the Employee was employed by the Company (the “Reference Period”); or

(b) induce or otherwise counsel, advise or encourage any person who is or was performing services as an officer, employee or consultant of the Company, in each case, at any time during the Reference Period, to leave the employment of the Company, or cease performing services for the Company.

-5-

7.3. Non-Interference. In consideration of the at-will employment, continued employment, compensation, Proprietary Information, and other enforceable promises contained in this Agreement (including potential severance payments and benefits), and for other good and valuable consideration, the receipt and sufficiency of which the Employee acknowledged above, the Employee shall not, during the Restricted Period, directly or indirectly, take any actions that interfere with the relationships between the Company, on the one hand, and any customers or suppliers with whom the Employee interacted (either directly or indirectly) or about whom the Employee received Proprietary Information and (i) with whom the Company has had any business relationship or (ii) with whom the Company has discussed a business relationship during the Reference Period, on the other hand, including contacting or soliciting, or responding to any contacts from, any such customers or suppliers (collectively, the “Non-Contact Persons”). For illustration only, and not for purposes of limitation, during the Restricted Period, the Employee shall not knowingly cancel, adversely modify, terminate or decline to consummate any business relationships with vendors or customers of the Company, outside of the ordinary course of business. The foregoing prohibition on solicitation or other interference with the Company’s relationships with the Non-Contact Persons: (a) prohibits any such action by the Employee on behalf of other persons or entities, whether as a consultant, employee, agent, owner, investor, manager, officer, advisor or otherwise, and (b) constitutes a prohibition on accepting any business from any Non-Contact Person (whether individually or on behalf of other persons or entities), other than in the Employee’s capacity as an employee of the Company. In addition, during the Restricted Period, in no event shall the Employee directly or indirectly contact the Non-Contact Persons for any purposes related to this Agreement or the services the Employee provided to the Company, or the enforcement of any rights or remedies granted hereunder, without the prior written consent of the Company.

7.4. Scope of Restrictions. The Employee understands that the foregoing restrictions may restrict his ability to earn a livelihood in a business similar to the business of the Company, but nevertheless acknowledges and agrees that such restrictions are reasonable because of the nature of Employee’s position and because he is to receive Proprietary Information and be paid sufficiently high remuneration and other benefits hereunder to clearly justify such restrictions. The Employee further acknowledges and agrees that such restrictions will not cause unreasonable hardship for the Employee and are no broader than necessary to protect the legitimate interests of the Company.

7.5. Non-Disparagement. During the time the Employee is employed by the Company, and for three (3) years following the Termination Date, Employee shall not, directly or indirectly, make or publish any disparaging statements (whether written or oral) in any forum or through any medium of communication regarding the Company or any of its directors, officers or senior management employees. Notwithstanding the foregoing, nothing in this Section 7.5 shall or shall be deemed to prevent or impair Employee from making truthful statements in any legal or administrative proceeding or from otherwise complying with legal requirements.

7.6. Material. The Employee acknowledges that the provisions of this Section 7 were a material inducement to the Company to enter into this Agreement, and that the Company would not have entered into this Agreement but for the agreements and covenants contained herein. The Employee further acknowledges that the territorial and time limitations set forth in this Section 7 are reasonable and properly required for the adequate protection of the business of the Company. Employee hereby waives, to the extent permitted by law, any and all right to contest the validity of this Section 7 on the ground of breadth of its geographic scope, product and service coverage, or length of term.

7.7. Compliance Statement. During the time period beginning on the Termination Date and ending at the end of the Restricted Period, the Employee shall deliver to Company a written confirmation that the Employee is and has been acting in compliance with the terms and conditions of this Agreement, as may be requested by the Company from time to time.

-6-

8. Certain Remedies. In connection with the provisions of Sections 6.6(b), 7 and 9, the Employee expressly acknowledges and agrees that:

(a) The Company shall be entitled to all lawful remedies available to it for the enforcement of the covenants contained in Sections 6.8(b), 7 and 9, and such provisions may be enforced by an action, suit or proceeding (a “Proceeding”) in any court of competent jurisdiction. In addition, the Employee acknowledges and agrees that Sections 6.6(b), 7 and 9 shall constitute separate covenants which shall be enforceable during and after the time the Employee is employed by the Company. Without limiting the generality of the foregoing, the Employee acknowledges and agrees that the Company would be irreparably damaged if any of the provisions of this Agreement were not performed by the Employee in accordance with their specific terms or were otherwise breached by the Employee. It is accordingly agreed that the Company shall be entitled to preliminary and permanent injunctive relief to prevent breaches of the provisions of this Agreement by the other Employee without the necessity of proving that damages would be an inadequate remedy or posting any bond, and to enforce specifically the terms and provisions hereof, which rights shall be cumulative and in addition to any other remedy to which the Company may be entitled hereunder or at law or equity. It is further agreed that any successor or assign of the Company, may enforce the covenants contained in Sections 6.6(b), 7 and 9.

(b) The covenants contained in Sections 6.6(b), 7 and 9 shall be construed as independent of any other provisions of this Agreement, and the existence of any claim or cause of action of the Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants of the Employee contained in Sections 6.6(b), 7 and 9.

9. Dispute Resolution; Waiver of Jury Trial.

9.1 Forum Selection. All Proceedings directly or indirectly arising from or relating to any controversy, dispute or claim based upon, resulting from or relating to this Agreement or the Employee’s employment by the Company or the termination thereof shall be brought in any federal or state court located in Denver, Colorado.

9.2 WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY ARISING FROM OR RELATING TO ANY CONTROVERSY, DISPUTE OR CLAIM BASED UPON, RESULTING FROM OR RELATING TO THIS AGREEMENT OR THE EMPLOYEE’S EMPLOYMENT BY THE COMPANY OR THE TERMINATION THEREOF.

10. Miscellaneous.

10.1. Assignment. The rights and obligations of the Company under this Agreement may, without the consent of the Employee, be assigned by the Company to any purchaser of the equity securities of the Company or substantially all of its assets and business or to any entity in the Company. The Employee shall not have the right to assign his rights or obligations under this Agreement, including the Employee’s right to receive any compensation hereunder, which may not be assigned, sold, transferred, pledged or hypothecated, nor may the duties and obligations of the Employee hereunder be delegated.

-7-

10.2. Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly delivered: (a) two days after deposit with the United States Postal Service, if sent first-class; (b) when delivered by hand; or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service, in each case to the appropriate addresses set forth below (or to such other addresses as a party may designate by notice to the other parties):

if to the Employee: As indicated on the signature page to this Agreement.

if to the Company:	SomaLogic, Inc.
	2945 Wilderness Pl.
	Boulder, CO 80301
	Attention: General Counsel
	Copy to: SVP, People & Culture

10.3. Waiver of Breach. Any failure or delay on the part of the Company to exercise any remedy or right under this Agreement shall not operate as a waiver of any other remedies or rights. The failure of the Company to require performance of any of the terms, covenants, or provisions of this Agreement by the Employee shall not constitute a waiver of any of the rights under the Agreement. No forbearance by either party to exercise any rights or privileges under this Agreement shall be construed as a waiver, but all rights and privileges shall continue in effect as if no forbearance had occurred. No covenant or condition of this Agreement may be waived except by the written consent of the Company.

10.4. Entire Agreement. This instrument, along with the 2021Omnibus Incentive Plan (and related agreements), and the Confidentiality Agreement, contain the entire agreement of the parties with respect to the subject matter hereof and supersedes and is in full substitution of any and all prior written or oral agreements and understandings between them relating to such subject matter, and may only be changed by agreement in writing signed by the parties hereto.

10.5. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, excluding any conflict-of-laws rule or principle that may refer the governance or the construction of this Agreement to the law of another jurisdiction.

10.6. Withholding. The Company may withhold from any compensation and benefits payable under this Agreement all applicable federal, state, local, or other taxes. Notwithstanding such withholding, the Employee shall be responsible for the proper and timely payment of all taxes and other payments due from him to any taxing authority.

10.7. Section 409A. This Agreement is intended to comply with, or otherwise be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted in a manner consistent therewith, but without increasing the Company’s liability hereunder. Notwithstanding anything to the contrary herein, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In addition, the entitlement to any series of payments provided for in this Agreement shall be treated as a series of separate payments rather than a single payment for purposes of Section 409A of the Code. All expense reimbursements provided in this Agreement shall be submitted to the Company by the Employee no later than 60 days after the date on which the applicable expense was incurred, and the Company shall reimburse the Employee within thirty (30) days after such submission (but in no event shall such reimbursement occur later than the last day of the calendar year following the calendar year in which such expense was incurred). In addition, no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year.

-8-

10.8. Headings. The section headings hereof are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.

10.9. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns and the Employee and his personal representatives and heirs.

10.10. Severability. If any provision of this Agreement, or the application thereof to any person or circumstance, is for any reason or to any extent, declared invalid or unenforceable by a court of competent jurisdiction, the validity or enforceability of the remainder of the provision shall not be adversely affected; provided, however, that if for any reason any court of competent jurisdiction shall find any provisions of Sections 7 or 9 unreasonable in duration, geographic scope or otherwise, it is the intention of the parties that the restrictions and prohibitions contained therein shall be modified by the court to be effective to the maximum extent permitted by applicable law.

10.11. Amendment. This Agreement may be amended only by a written instrument signed by the Employee and the Company.

10.12. Knowledge and Legal Representation. The Employee acknowledges that the Employee has read and fully understands, or had explained to the Employee by counsel of the Employee’s own choosing, all of the terms and conditions of this Agreement, and that the Employee is signing this Agreement willingly and voluntarily, for and in consideration of the terms, conditions and covenants stated herein.

10.13. Interpretation. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. Any reference to a “Section” shall be deemed to refer to a section of this Agreement. Unless the context otherwise requires, the words “hereof,” “herein,” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The words “include,” “includes,” or “including” shall be deemed to be followed by the words “without limitation.” Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive.

10.14. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute a single agreement.

[signature page follows]

-9-

Executed to be effective as of the Effective Date.
	COMPANY:
	SomaLogic, Inc.
	By:	/s/ Alison Roelke
	Name:	/s/ Alison Roelke
	Title:	SVP People & Culture
	EMPLOYEE:
	/s/ Troy Cox
	Name:	Troy Cox

EX-10.2

Exhibit 10.2

EXECUTION VERSION

SOMALOGIC, INC.

KEY EMPLOYEE SEVERANCE PLAN

1. Introduction. This Key Employee Severance Plan (the “Plan”) is established by SomaLogic, Inc. (the “Company”) effective as of October 17, 2022 (the “Effective Date”) to provide severance benefits to selected employees of the Company. This document constitutes the Summary Plan Description for the Plan.

2. Definitions. For purposes of the Plan, the following terms are defined as follows:

(a) “Base Salary” means the Participant’s base salary in effect immediately prior to the date of the Qualifying Termination, ignoring any reduction in base salary that forms the basis for Good Reason.

(b) “Bonus” means the Participant’s target annual cash incentive compensation award for the year in which the Qualifying Termination occurs, as of immediately prior to the Qualifying Termination, ignoring the effect of any reduction in base salary that forms the basis for Good Reason.

(c) “Board” means the Board of Directors of the Company.

(d) “Cause” shall mean any one or more of the following:

(i) the Participant’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony, involves fraud, dishonesty or moral turpitude, or results in the imposition of a term of imprisonment;

(ii) the occurrence of any of the following acts on the part of the Participant:

(A) fraud, willful or intentional misconduct or gross negligence in connection with the business of the Company;

(B) embezzlement or misappropriation of any funds of the Company;

(C) alcohol or substance abuse that has impaired or could reasonably be expected to impair the ability of the Participant to perform the Participant’s duties to the Company;

(D) failure to comply with any Company policy, practice, procedure, or directive in any material respect, including those regarding harassment or discrimination in employment that, if capable of being cured, is not cured within thirty (30) days after the Company delivers written notice to the Participant of such material breach; or

(E) dishonesty or a breach of the Participant’s duty of loyalty that has adversely affected or could reasonably be expected to adversely affect the Company in any material respect;

(iii) the Participant’s excessive absenteeism, or unreasonable neglect or abandonment of his duties; or

(iv) the Participant’s material breach of any provision of the Participant’s offer letter or employment agreement with the Company that, if capable of being cured, is not cured within thirty (30) days after the Company delivers written notice to the Participant of such material breach.

For avoidance of doubt, each of the matters described in subparagraphs (i), (ii), (iii) and (iv) is a separate and independent basis constituting “Cause” under this Plan.

(e) “Change in Control” has the meaning defined in the Company’s 2021 Omnibus Incentive Plan, and will be determined in the Plan Administrator’s sole discretion.

(f) “Change in Control Termination” means (i) a Termination Without Cause or (ii) the Participant’s resignation for Good Reason, in either case that occurs within twelve (12) months after a Change in Control.

(g) “Code” means the Internal Revenue Code of 1986, as amended.

(h) “Common Stock” means the common stock, $0.0001 par value per share, of the Company.

(i) “Good Reason” shall mean the occurrence of any of the following without the Participant’s written consent:

(i) a material reduction in the Participant’s Base Salary, other than a general reduction in Base Salary that affects all similarly situated employees in substantially the same proportions;

(ii) a material reduction in the Participant’s Bonus opportunity;

(iii) a relocation of the Participant’s principal place of employment by more than 50 miles;

(iv) any material breach by the Company of any material provision of the Participant’s offer letter or employment agreement with the Company;

(v) the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform the obligations under this Plan in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law; or

(vi) a material, adverse change in the Participant’s title, authority, duties or responsibilities.

The Participant cannot terminate his employment for Good Reason unless he has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within 15 days of the initial existence of such grounds and the Company has had at least 30 days from the date on which such notice is provided to cure such circumstances. If the Participant does not provide written notice to terminate his employment for Good Reason within 60 days after the first occurrence of the applicable grounds, then the Participant will be deemed to have waived his right to terminate for Good Reason with respect to such grounds.

(j) “Effective Date” has the meaning given to such term in Section 1.

(k) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

(l) “Participant” means each individual who is employed by the Company and has received and returned a signed Participation Notice.

2

(m) “Participation Notice” means the latest notice delivered by the Company to a Participant informing such Participant that he or she is eligible to participate in the Plan, in substantially the form attached hereto as Exhibit A.

(n) “Plan Administrator” means the Board or any committee of the Board duly authorized to administer the Plan. The Plan Administrator may, but is not required to be, the Compensation Committee of the Board (the “Compensation Committee”). The Board may at any time administer the Plan, in whole or in part, notwithstanding that the Board has previously appointed a committee to act as the Plan Administrator.

(o) “Qualifying Termination’’ means (i) an Termination Without Cause or resignation for Good Reason that does not occur on or within twelve (12) months after a Change in Control, or (ii) a Change in Control Termination.

(p) “Section 409A” means Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect.

(q) “Separation from Service” means a “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h), without regard to any alternative definition thereunder.

(r) “Severance Period” means the number of months of severance that the Participant is eligible to receive under this Plan, as set forth in Section 4(a) for the Tier designated on the Participant’s Participation Notice.

(s) “Termination Without Cause” means a Participant’s involuntary termination of employment by the Company, resulting in a Separation from Service, for a reason other than death, disability or Cause.

3. Eligibility for Benefits.

(a) Eligibility; Exceptions to Benefits. Subject to the terms of the Plan, the Company will provide the benefits described in Section 4 to the affected Participant. A Participant will not receive benefits under the Plan (or will receive reduced benefits under the Plan) in the following circumstances, as determined by the Plan Administrator, in its sole discretion:

(i) The Participant’s employment is terminated by either the Company or the Participant for any reason other than a Qualifying Termination.

(ii) The Participant has not entered into the Company’s standard form of Confidentiality and Intellectual Property Agreement (the “Confidentiality Agreement”).

(iii) The Participant has failed to execute and allow to become effective the Release (as defined and described below) within sixty (60) days following the Participant’s Separation from Service.

(iv) The Participant has failed to comply with all obligations under the Confidentiality Agreement, including the return all Company property described therein. As a condition to receiving benefits under the Plan, a Participant must not make or retain copies, reproductions or summaries of any such Company documents, materials or property. However, a Participant is not required to return his or her personal copies of documents evidencing the Participant’s hire, termination, compensation, benefits and equity awards and any other documentation received as a stockholder of the Company.

3

(b) Relation to Other Agreements and/or Plans. This Plan, including the Participant’s signed Participation Notice, sets forth his or her entire rights to receive severance on a Qualifying Termination. By accepting participation in this Plan, the Participant irrevocably waives his or her rights to any severance benefits (including vesting acceleration) to which the Participant may be entitled pursuant to any offer letter, employment agreement, severance agreement, equity award agreement or any other similar agreement with the Company, or any other Company benefit plan, that is in effect on the date he or she signs the Participation Notice, other than any acceleration of vesting benefits on a change in control transaction as provided under the Company’s equity incentive plans.

(c) Termination of Benefits. A Participant’s right to receive benefits under the Plan will terminate immediately if, at any time prior to or during the period for which the Participant is receiving benefits under the Plan, the Participant, without the prior written approval of the Plan Administrator (i) willfully breaches a material provision of the Confidentiality Agreement and/or any obligations of confidentiality, non-solicitation, non-disparagement, no conflicts or non-competition set forth in the Participant’s employment agreement, offer letter, the Release (as defined in Section 5(a) below) or under applicable law; or (ii) solicits any of the Company’s then current employees to leave the Company’s employ for any reason or interferes in any other manner with employment relationships at the time existing between the Company and its then current employees.

4. Payments and Benefits. Except as may otherwise be provided in the Participant’s Participation Notice, in the event of a Qualifying Termination, the Company will provide the payments and benefits described in this Section 4, subject to the terms of the Plan.

(a) Cash Severance. The Company will make a lump sum payment of “Cash Severance” to the Participant in an amount equal to his or her Base Salary for the Participant’s Severance Period, plus, in the case of a Change in Control Termination, an additional amount equal to his or her Bonus for the Severance Period (prorated for partial years in the Severance Period), in each case, determined by the chart below. The Cash Severance will be paid in a lump sum on the sixtieth (60) day after the date of the Participant’s Separation from Service.

Tier	Severance Period – Qualifying Termination Other than Change in Control Termination (Base Salary only)	Severance Period – Change in Control Termination (Base Salary + Bonus)
1	12 months	18 months
2	9 months	12 months
3	6 months	9 months
4	4 months	6 months

(b) Health Insurance Premiums. If the Participant timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (together with any state law of similar effect, “COBRA”), the Company will pay the full amount of the Participant’s COBRA premiums, or will provide coverage under the Company’s self-funded broad based health insurance plans, on behalf of the Participant, including coverage for the Participant’s eligible dependents, until the earliest of (i) the end of the number of months in the Participant’s Severance Period, (ii) the expiration of the Participant’s eligibility for the continuation coverage under COBRA, or (iii) the date when the Participant becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the date of the Qualifying Termination through the earliest of (i) through (iii), the “COBRA Payment Period”). However, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums or credit under the self-funded plan, the Company will instead pay the Participant, on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month (or, in the case of a self-funded plan, the monthly cost of such coverage), subject to tax withholdings and deductions. On the sixtieth (60) day following the Participant’s Separation from Service, the Company will make the first payment under this paragraph equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the Separation from Service through such sixtieth (60) day, with the balance of the payments paid thereafter on the original schedule. In all cases, if the Participant becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, the Participant must immediately notify the Company of such event. For purposes of this paragraph, any applicable insurance premiums that are paid by the Company will not include any amounts payable by the Participant under a Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of the Participant.

4

(c) Equity Award Acceleration.

(i) In the event of a Change in Control Termination, each of the Participant’s then outstanding and unvested compensatory equity awards that are subject to service-based vesting will become fully (100%) vested, and, as applicable, become exercisable, effective as of immediately prior to the Change in Control Termination. Notwithstanding the foregoing, in the event of a Change in Control Termination, the treatment of any equity awards that vest based on the achievement of specified performance objectives will be as provided in the specific performance-based equity award agreement instead of the foregoing provision of this Section 4(c)(i).

(ii) In addition, in the event of a Qualifying Termination that does not constitute a Change in Control Termination, each “Tier 1” Participant’s then outstanding and unvested compensatory equity awards that are subject to service-based vesting will become vested as to an additional 12 months of vesting, and, as applicable, become exercisable, effective as of immediately prior to the Qualifying Termination. For the avoidance of doubt, the treatment of any other equity awards held by a “Tier 1” Participant, and all equity awards held by all other Participants, will be as provided in the specific equity award agreement.

5. Additional Requirements.

(a) Release. To be eligible to receive any benefits under the Plan, a Participant must sign a general waiver and release, in a form provided by the Company (the “Release”), and such Release must become effective in accordance with its terms, in each case within sixty (60) days following the Qualifying Termination (the “Release Date”). The Plan Administrator, in its sole discretion, may modify the form of the required Release to comply with applicable law, and any such Release may be incorporated into a termination agreement or other agreement with the Participant.

(b) Certain Reductions. The Plan Administrator will reduce a Participant’s benefits under the Plan by any other statutory severance obligations or severance obligations (including pay in lieu of notice) payable to the Participant by the Company (or any successor thereto) that are due in connection with the Participant’s Qualifying Termination and that are in the same form as the benefits provided under the Plan (e.g., salary or bonus replacement, health insurance coverage, equity award vesting credit) to the extent such reduction does not result in a failure to comply with Section 409A. Without limitation, this reduction includes a reduction for any benefits required pursuant to (i) any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act (the “WARN Act”), (ii) any Company policy or practice providing for the Participant to remain on the payroll for a limited period of time after being given notice of the termination of the Participant’s employment, and (iii) any required salary continuation, notice pay, statutory severance payment or other payments required by local law, as a result of the Qualifying Termination. The benefits provided under the Plan are intended to satisfy, to the greatest extent possible, and not to provide benefits duplicative of, any and all statutory and contractual obligations of the Company in respect of the form of benefits provided under the Plan that may arise out of a Qualifying Termination, and the Plan Administrator will so construe and implement the terms of the Plan. Reductions will be applied on a retroactive basis, with benefits previously provided being recharacterized as benefits pursuant to the Company’s statutory or other contractual obligations. The payments pursuant to the Plan are in addition to, and not in lieu of, any accrued but unpaid salary, bonuses or employee welfare benefits to which a Participant is entitled for the period ending with the Participant’s Qualifying Termination.

5

(c) Mitigation. Except as otherwise specifically provided in the Plan, a Participant will not be required to mitigate damages or the amount of any payment provided under the Plan by seeking other employment or otherwise, nor will the amount of any payment provided for under the Plan be reduced by any compensation earned by a Participant as a result of employment by another employer or any retirement benefits received by such Participant after the date of the Participant’s termination of employment with the Company.

(d) Indebtedness of Participants. If a Participant is indebted to the Company on the effective date of his or her Qualifying Termination, the Company reserves the right to offset the payment of any benefits under the Plan by the amount of such indebtedness. Such offset will be made in accordance with all applicable laws. The Participant’s execution of the Participation Notice constitutes knowing written consent to the foregoing.

(e) Parachute Payments. Except as otherwise expressly provided in an agreement between a Participant and the Company, if any payment or benefit the Participant would receive in connection with a Change in Control from the Company or otherwise (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Reduced Amount. The “Reduced Amount” will be either (A) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax, or (B) the largest portion, up to and including the total, of the Payment, whichever amount ((A) or (B)), after taking into account all applicable federal, state, provincial, foreign and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate), results in the Participant’s receipt, on an after-tax basis, of the greatest economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of stock awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to the Participant. Within any such category of Payments (that is, (1), (2), (3) or (4)), a reduction will occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A and then with respect to amounts that are. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Participant’s applicable type of stock award (i.e., earliest granted stock awards are cancelled last). Any determination required under this Section 5(e) shall be made in writing in good faith by an independent accounting firm selected by the Company (the “Accountants”), which shall provide detailed supporting calculations to the Company and the Participant as requested by the Company or the Participant. The Company and the Participant shall provide the Accountants with such information and documents as the Accountants may reasonably request in order to make a determination under this Section. For purposes of making the calculations and determinations required by this Sections, the Accountants may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Accountants’ determinations shall be final and binding on the Company and the Participant.

6

6. Tax Matters.

(a) Application of Section 409A. It is intended that all of the benefits provided under the Plan satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and the Plan will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, the Plan (and any definitions in the Plan) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), a Participant’s right to receive any installment payments under the Plan will be treated as a right to receive a series of separate payments and, accordingly, each installment payment under the Plan will at all times be considered a separate and distinct payment. If the Plan Administrator determines that any of the payments upon a Separation from Service provided under the Plan (or under any other arrangement with the Participant) constitutes “deferred compensation” under Section 409A and if the Participant is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i), at the time of his or her Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six (6) months and one (1) day after the effective date of the Participant’s Separation from Service, or (ii) the date of the Participant’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to the Participant a lump sum amount equal to the sum of the payments upon Separation from Service that the Participant would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (B) commence paying the balance of the payments in accordance with the applicable payment schedules set forth above. No interest will be due on any amounts so deferred. Solely to the extent necessary for compliance with Section 409A, if the sixty (60)-day period following a Participant’s Separation from Service spans two (2) calendar years, in no event will payments or benefits that constitute “deferred compensation” within the meaning of Section 409A be paid prior to the first day of such second calendar year.

(b) Withholding. All payments and benefits under the Plan will be subject to all applicable deductions and withholdings, including, without limitation, obligations to withhold for federal, state, provincial, foreign and local income and employment taxes.

(c) Tax Advice. By becoming a Participant in the Plan, the Participant agrees to review with the Participant’s own tax advisors the federal, state, provincial, local and foreign tax consequences of participation in the Plan. The Participant will rely solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) will be responsible for his or her own tax liability that may arise as a result of becoming a Participant in the Plan.

7. Reemployment. In the event of a Participant’s reemployment by the Company during the period of time in respect of which severance benefits have been provided, the Company, in its sole and absolute discretion, may require such Participant to repay to the Company all or a portion of such severance benefits as a condition of reemployment.

7

8. Clawback; Recovery. All payments and severance benefits provided under the Plan will be subject to recoupment in accordance with any clawback policy of the Company, including any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or any similar term under any plan of or agreement with the Company.

9. Right to Interpret Plan; Amendment or Termination.

(a) Exclusive Discretion. The Plan Administrator will have the exclusive discretion and authority to establish rules, forms and procedures for the administration of the Plan and to construe and interpret the Plan and to decide any and all questions of fact, interpretation, definition, computation or administration arising in connection with the operation of the Plan, including, without limitation, the eligibility to participate in the Plan, the amount of benefits paid under the Plan and any adjustments that need to be made in accordance with the laws applicable to a Participant. The rules, interpretations, computations and other actions of the Plan Administrator will be binding and conclusive on all persons.

(b) Amendment or Termination. The Company reserves the right to amend or terminate the Plan, any Participation Notice issued pursuant to the Plan or the benefits provided hereunder at any time; provided, however, that no such amendment or termination will apply to any Participant who would be adversely affected by such amendment or termination unless such Participant consents in writing to such amendment or termination. Any action amending or terminating the Plan or any Participation Notice will be in writing and executed by a duly authorized officer of the Company.

10. No Implied Employment Contract. The Plan will not be deemed (a) to give any employee or other person any right to be retained in the employ of the Company, or (b) to interfere with the right of the Company to discharge any employee or other person at any time, with or without cause, which right is hereby reserved.

11. Legal Construction. The Plan will be governed by and construed under the laws of the State of Delaware (without regard to principles of conflict of laws), except to the extent preempted by ERISA.

12. Claims, Inquiries and Appeals.

(a) Applications For Benefits And Inquiries. Any application for benefits, inquiries about the Plan or inquiries about present or future rights under the Plan must be submitted to the Plan Administrator in writing by an applicant (or his or her authorized representative). The Plan Administrator is set forth in Section 14(e).

(b) Denial of Claims. In the event that any application for benefits is denied in whole or in part, the Plan Administrator must provide the applicant with written or electronic notice of the denial of the application and of the applicant’s right to review the denial. Any electronic notice will comply with the regulations of the U.S. Department of Labor. The notice of denial will be set forth in a manner designed to be understood by the applicant and will include the following:

(i) the specific reason or reasons for the denial;

(ii) references to the specific Plan provisions upon which the denial is based;

8

(iii) a description of any additional information or material that the Plan Administrator needs to complete the review and an explanation of why such information or material is necessary; and (iv) an explanation of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA following a denial on review of the claim, as described in Section 12(d).

The notice of denial will be given to the applicant within ninety (90) days after the Plan Administrator receives the application, unless special circumstances require an extension of time, in which case, the Plan Administrator has up to an additional ninety (90) days for processing the application. If an extension of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial ninety (90) day period.

The notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render its decision on the application.

(c) Request for a Review. Any person (or that person’s authorized representative) for whom an application for benefits is denied, in whole or in part, may appeal the denial by submitting a request for a review to the Plan Administrator within sixty (60) days after the application is denied. A request for a review will be in writing and will be addressed to:

SomaLogic, Inc.
Attn: Compensation Committee
2945 Wilderness Place
Boulder, CO 80301

A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent. The applicant (or his or her representative) will have the opportunity to submit (or the Plan Administrator may require the applicant to submit) written comments, documents, records, and other information relating to his or her claim. The applicant (or his or her representative) will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim. The review will take into account all comments, documents, records and other information submitted by the applicant (or his or her representative) relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(d) Decision on Review. The Plan Administrator will act on each request for review within sixty (60) days after receipt of the request, unless special circumstances require an extension of time (not to exceed an additional sixty (60) days), for processing the request for a review. If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial sixty (60) day period. This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render its decision on the review. The Plan Administrator will give prompt, written or electronic notice of its decision to the applicant. Any electronic notice will comply with the regulations of the U.S. Department of Labor. In the event that the Plan Administrator confirms the denial of the application for benefits, in whole or in part, the notice will set forth, in a manner designed to be understood by the applicant, the following:

(i) the specific reason or reasons for the denial;

(ii) references to the specific Plan provisions upon which the denial is based;

9

(iii) a statement that the applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim; and (iv) a statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA.

(e) Rules and Procedures. The Plan Administrator will establish rules and procedures, consistent with the Plan and with ERISA, as necessary and appropriate in carrying out its responsibilities in reviewing benefit claims. The Plan Administrator may require an applicant who wishes to submit additional information in connection with an appeal from the denial of benefits to do so at the applicant’s own expense.

(f) Exhaustion Of Remedies. No legal action for benefits under the Plan may be brought until the applicant (i) has submitted a written application for benefits in accordance with the procedures described by Section 12(a), (ii) has been notified by the Plan Administrator that the application is denied, (iii) has filed a written request for a review of the application in accordance with the appeal procedure described in Section 12(c), and (iv) has been notified that the Plan Administrator has denied the appeal. Notwithstanding the foregoing, if the Plan Administrator does not respond to an applicant’s claim or appeal within the relevant time limits specified in this Section 12, the applicant may bring legal action for benefits under the Plan pursuant to Section 502(a) of ERISA.

13. Basis of Payments to and from the Plan. All benefits under the Plan will be paid by the Company. The Plan will be unfunded, and benefits hereunder will be paid only from the general assets of the Company.

14. Other Plan Information.

(a) Plan Sponsor. The Company is the “Plan Sponsor,” as that term is used in ERISA.

SomaLogic, Inc.
2945 Wilderness Place
Boulder, CO 80301

(b) Employer and Plan Identification Numbers. The Employer Identification Number assigned to the Plan Sponsor by the Internal Revenue Service is 52-4298912. The Plan Number assigned to the Plan by the Plan Sponsor pursuant to the instructions of the Internal Revenue Service is 503.

(c) Ending Date for Plan’s Fiscal Year. The date of the end of the fiscal year for the purpose of maintaining the Plan’s records is December 31.

(d) Agent for the Service of Legal Process. The agent for the service of legal process with respect to the Plan is:

SomaLogic, Inc.
Attn: Chairman of the Compensation Committee
2945 Wilderness Place
Boulder, CO 80301

Service of legal process may also be made upon the Plan Administrator.

10

(e) Plan Administrator. The Plan Administrator of the Plan is:

SomaLogic, Inc.
Attn: Compensation Committee
2945 Wilderness Place
Boulder, CO 80301

The Plan Sponsor’s and Plan Administrator’s telephone number is (303) 625-9000. The Plan Administrator is the named fiduciary charged with the responsibility for administering the Plan.

15. Statement of ERISA Rights.

Participants in the Plan (which is a welfare benefit plan sponsored by SomaLogic, Inc.) are entitled to certain rights and protections under ERISA. If you are a Participant, you are considered a participant in the Plan for the purposes of this Section 15 and, under ERISA, you are entitled to:

Receive Information About Your Plan and Benefits

(a) Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governing the Plan and a copy of the latest annual report (Form 5500 Series), if applicable, filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration;

(b) Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan and copies of the latest annual report (Form 5500 Series), if applicable, and an updated (as necessary) Summary Plan Description. The Plan Administrator may make a reasonable charge for the copies; and

(c) Receive a summary of the Plan’s annual financial report, if applicable. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.

Prudent Actions by Plan Fiduciaries

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a Plan benefit or exercising your rights under ERISA.

Enforce Your Rights

If your claim for a Plan benefit is denied or ignored, 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.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan, if applicable, and do not receive them within thirty (30) days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and 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 Plan Administrator.

11

If you have a claim for benefits that is denied or ignored, in whole or in part, you may file suit in a state or federal court.

If 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.

Assistance with Your Questions

If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should 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.

16. General Provisions.

(a) Plan Document Controls. In the event of any inconsistency between this Plan document and any other communication regarding this Plan, this Plan document controls.

(b) Notices. Any notice, demand or request required or permitted to be given by either the Company or a Participant pursuant to the terms of the Plan will be in writing and will be deemed given when delivered personally, when received electronically (including email addressed to the Participant’s Company email account and to the Company email account of the Company’s Chairman of the Compensation Committee), or deposited in the U.S. Mail, First Class with postage prepaid, and addressed to the parties, in the case of the Company, at the address set forth in Section 14(a), in the case of a Participant, at the address as set forth in the Company’s employment file maintained for the Participant as previously furnished by the Participant or such other address as a party may request by notifying the other in writing.

(c) Transfer and Assignment. The rights and obligations of a Participant under the Plan may not be transferred or assigned without the prior written consent of the Company. The Plan will be binding upon any surviving entity resulting from a Change in Control and upon any other person who is a successor by merger, acquisition, consolidation or otherwise to the business formerly carried on by the Company without regard to whether or not such person or entity actively assumes the obligations hereunder. Notwithstanding the foregoing, on a Participant’s death, any vested amounts owed to such Participant will be paid to his or her estate.

(d) Waiver. Any party’s failure to enforce any provision or provisions of the Plan will not in any way be construed as a waiver of any such provision or provisions, nor prevent any party from thereafter enforcing each and every other provision of the Plan. The rights granted to the parties herein are cumulative and will not constitute a waiver of any party’s right to assert all other legal remedies available to it under the circumstances.

(e) Severability. Should any provision of the Plan be declared or determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.

(f) Section Headings. Section headings in the Plan are included only for convenience of reference and will not be considered part of the Plan for any other purpose.

12

Exhibit A

SOMALOGIC, INC.

Key Employee Severance Plan
Participation Notice

To: ________________________

Date: _______________________

SomaLogic, Inc. (the “Company”) has adopted the SomaLogic, Inc. Key Employee Severance Plan (the “Plan”). The Company is providing you this Participation Notice to inform you that you have been designated as a Participant in the Plan. A copy of the Plan document is attached to this Participation Notice. The terms and conditions of your participation in the Plan are as set forth in the Plan and this Participation Notice, which together constitute the Summary Plan Description for the Plan.

You are a Tier [___] Participant.

Please return to the Company’s General Counsel a copy of this Participation Notice signed by you. Please retain a copy of this Participation Notice, along with the Plan document, for your records.

(Signature)

(Date)

13

EX-99.1

Exhibit 99.1

SomaLogic Announces the Appointment of Biotech Veteran Troy Cox as Executive Chairman of the Board of Directors

BOULDER, Colo., SAN DIEGO, Ca.— SomaLogic (NASDAQ: SLGC), a leader in AI data-driven proteomics technology, today announced the appointment of current board member and biotech veteran Troy Cox as Executive Chair to the company’s Board of Directors. The current Chair, Chuck Lillis, will remain on the board. Changes are effective as of today, October 17, 2022.

Mr. Cox brings over thirty years of experience in the life sciences and biopharmaceuticals industry to his expanded position as Executive Chair of the Board. Mr. Cox was the President and CEO of Foundation Medicine from early 2017 through the acquisition by Roche, valuing Foundation Medicine at $5.3 billion. Prior to Foundation Medicine, he served as Senior Vice President and Officer at Genentech, leading U.S. BioOncology for a period of unprecedented growth to over $12 billion while helping to steer the Roche Genentech R&D portfolio. Before Genentech, he held executive and senior roles of increasing responsibility including President of UCB BioPharmaceuticals, Senior Vice President of Sanofi-Aventis, and diverse foundational roles at Schering-Plough.

“We thank Mr. Lillis for serving as Chair for nearly 3 years and are grateful for his continued service as a board member. We are very pleased to appoint Mr. Cox as Executive Chair of SomaLogic’s Board of Directors,” said SomaLogic Chief Executive Officer Roy Smythe, M.D. “His input and guidance have been instrumental to our strategic and commercial progress through our 2021 Nasdaq listing and evolution as a public company. We look forward to leveraging his extensive leadership experience as we execute the next phase of SomaLogic’s growth.”

“I’m convinced that proteomics will become increasingly critical to the development of novel therapeutics and improving patient care. Somalogic is well positioned to lead the way,” said Cox. “I am inspired by this company’s future prospects and look forward to continuing my work with such a dedicated team as Executive Chair of the Board.”

About SomaLogic 

SomaLogic (Nasdaq: SLGC) seeks to deliver precise, meaningful and actionable health-management information that empowers individuals worldwide to continuously optimize their personal health and wellness throughout their lives. This essential information, to be provided through a global network of partners and users, is derived from SomaLogic’s personalized measurement of important changes in an individual’s proteins over time. For more information, visit www.somalogic.com and follow @somalogic on Twitter.  

Media Contact  

Emilia Costales  

720-798-5054  

ecostales@somalogic.com   

Investor Contacts 

Lauren Glaser 

lglaser@somalogic.com 

Marissa Bych 

Gilmartin Group LLC 

Marissa@gilmartinir.com

XML

Cover	Oct. 17, 2022
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 17, 2022
Entity File Number	001-39796
Entity Registrant Name	SomaLogic, Inc.
Entity Central Index Key	0001837412
Entity Tax Identification Number	85-4298912
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2945 Wilderness Place
Entity Address, City or Town	Boulder
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80301
City Area Code	303
Local Phone Number	625-9000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A common stock, $0.0001 par value per share
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	SLGC
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Title of 12(b) Security	Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	SLGCW