ADAP Adaptimmune Therapeutics PLC

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

On December 16, 2020 Adaptimmune Therapeutics plc (the “Company”) promoted Elliot Norry, Chief Medical Officer, to its executive team effective from January 1, 2021.

In connection with his promotion, on December 16, 2020, Dr. Norry entered into an employment agreement (the “Employment Agreement”) with the Company’s U.S. subsidiary, Adaptimmune LLC (the “Employer”). Under the terms of the Employment Agreement, effective January 1, 2021, Dr. Norry will receive an annual base salary of $425,100, which may be modified by the Employer in its sole discretion. In addition to the base salary, Dr. Norry will be eligible to receive an annual discretionary bonus following the end of each calendar year that ends during his employment period when he serves as Chief Medical Officer (“Annual Bonus”), subject to: (i) objective criteria set forth by the Board or an authorized delegate thereof on an annual basis; and (ii) the overall performance of the Company. The initial target Annual Bonus effective from January 1, 2021 will be forty-five percent of Dr. Norry’s base salary. The Annual Bonus payment will be pro-rated for any partial year of service.

Dr. Norry will also be eligible to participate in the equity plans sponsored and/or maintained by the Company and its affiliates from time to time, in accordance with the terms of any such plans, at the sole and absolute discretion of the Company and the Board or the remuneration committee. On such date as the Board or the remuneration committee may determine and subject to the rules of the relevant equity plan and any applicable legal or regulatory requirements, Dr. Norry will be awarded market value options to acquire ordinary shares in the Company and RSU-style options to acquire ordinary shares in the Company on the condition that, at the time of the award of such stock options, Dr. Norry continues to serve as the Company’s Chief Medical Officer and remains employed by the Company and is not under notice of termination (given or received). The options will vest over a period of four years from the date of grant. The market value options will have an exercise price per ordinary share of not less than one sixth of the closing trading price of the Company’s American Depositary Shares on the last business day prior to the date of grant, translated from USD to GBP, and the RSU-style options will have an exercise price of £0.001 per ordinary share. Dr. Norry will also be entitled to additional employee benefits.

The Company may terminate Dr. Norry’s employment with or without cause and without notice, but Dr. Norry is required to provide at least 60 days’ advance written notice to the Company in order to terminate his employment. In the event of a termination of employment by the Company without cause or a resignation by Dr. Norry for good reason, upon a change of control, any portion of stock option awards that were granted and unvested as of the date of termination will vest and immediately become exercisable on the date of termination. Dr. Norry will also be entitled to payments under the Company’s executive severance policy in the event of a termination by the Company without cause or a resignation by Dr. Norry for good reason without a change of control and upon a change of control. In order to receive severance benefits under the policy, Dr. Norry is required to execute a release of claims in favor of the Company and comply with certain other post-employment covenants set forth in the Employment Agreement. The Employment Agreement also contains non-solicitation and non-competition provisions for a twelve month period as well as standard confidentiality provisions.

The foregoing summary of the Employment Agreement is qualified in its entirety by reference to the complete text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.