Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Compensatory Arrangements of Certain Officers.
On December 8, 2017, the Compensation Committee (the “Committee”)
of the Board of Directors (the “Board”) of Assembly Biosciences, Inc. (the “Company”) approved a new cash
bonus plan, the 2018 Discretionary Bonus Plan (the “Plan”). The Plan will become effective January 1, 2018 and is designed
to motivate, retain and reward employees through December 31, 2018 (the “Performance Period”).
Under the Plan, cash bonuses will be paid to Company employees
designated for participation by the Chief Executive Officer (“Participants”), including the named executive officers,
based on achievement of (1) certain Company-wide objectives (“Corporate Objectives”) and (2) certain individual performance
objectives, which may include certain department, group and/or team objectives applicable to the Participants (“Individual
Objectives”). The Committee will administer the Plan.
Bonuses targets for Vice President level employees and above,
which includes all of the Company’s executive officers, including its named executive officers, will range from 25% to 50%
of a Participant’s base salary. Bonus targets for other Participants will range up to 25%.
The Board will approve the Corporate Objectives and assign each
a weighting that reflects its relative importance to the Company’s achievement of its goals. The Corporate Objectives and
their relative weight may be adjusted at any time during the Performance Period in the Board’s sole discretion. The Committee
will determine, considering analysis and recommendations from management, the degree to which the Corporate Objectives have been
met, which will be expressed as a percentage of Corporate Objectives achieved. This percentage will be used (1) to serve as the
basis for the Committee’s determination of the aggregate size of the bonus pool and (2) to adjust each Participant’s
bonus target level up or down, as applicable.
The Committee will exercise its discretion in determining the
amount of the cash bonus actually earned for the Chief Executive Officer and the Company’s other executive officers, including
the other named executive officers. In determining the cash bonus for the Chief Executive Officer, the Committee will consider
its own evaluation of his achievements. In determining the cash bonuses for the other executive officers, including the other named
executive officers, the Committee will consider the recommendations made by the Chief Executive Officer. In determining the cash
bonus for non-executive Participants, the Committee will consider the recommendations made by members of the Executive Committee
with input from team leaders, group and department heads and supervisors, as appropriate.
Cash bonuses are expected to be paid in the first quarter following
the completion of the Performance Period, but no later than March 15. Participants must remain employed by the Company through
the payment date to earn any cash bonus. If the Committee determines, after receiving and considering analysis and recommendations
from management, that one or more Corporate Objectives have been met by June 30 of the Performance Period, the Committee, in its
sole discretion, may authorize the advance payment of a portion of the cash bonus attributable to such Corporate Objective, to
be distributed among all Participants substantially consistent with the process provided above. Final payout of cash bonuses will
take into account any such advance bonus payments, unless the Board revises the Corporate Objectives to add new Corporate Objectives
to replace previously achieved Corporate Objectives, for which advance bonus payments have been made.
The foregoing description of the Plan does not purport to be
complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed with this Current
Report on Form 8-K as Exhibit 10.1.