Resignation of Gabriela Gruia, M.D. as Interim Chief Medical Officer

On September 25, 2023, Gabriela Gruia, M.D. notified the Board of Directors (the “Board”) of Molecular Templates, Inc. (the “Company”) of her decision to resign from her position as Interim Chief Medical Officer of the Company, effective as of October 2, 2023. Dr. Gruia’s decision to resign was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Dr. Gruia will continue to serve as a director of the Company.

Appointment of Maurizio Voi, M.D. as Chief Medical Officer

Effective September 26, 2023, the Company entered into an employment agreement (the “Employment Agreement”) with Maurizio Voi, M.D. to serve as the Company’s Chief Medical Officer with an anticipated start date of October 2, 2023.

The Employment Agreement provides that Dr. Voi will receive an annual base salary of $471,960, a target annual incentive of up to 40% of base salary, long-term incentive plan and employee benefit plan participation, and the reimbursement of business expenses. Dr. Voi will be granted under the Company’s 2018 Equity Incentive Plan (the “Plan”) an option to purchase 11,333 shares of the Company’s common stock at an exercise price equal to the fair market value of the Company’s common stock on the date of grant, upon which 25% will vest on the first anniversary of the grant date and the remainder of the option shares will vest thereafter in 36 equal monthly installments, subject to his continued service to the Company pursuant to the terms of his Employment Agreement.

In the event of a termination without Cause (as defined in the Plan) that occurs one year after Dr. Voi’s start date or later and a Change in Control (as defined in the Plan) has not occurred in the prior twelve months, Dr. Voi would be entitled to receive his base salary through the date of termination, reimbursement of certain incurred expenses, and, contingent upon execution of a separation agreement and a general release form within sixty days following the last date of employment, (a) if he had been employed by the Company for one year or longer but less than two years at the time of termination, his then-current base salary for a period of three months from the date of termination, (b) if he had been employed by the Company for two years or longer but less than three years at the time of the termination, his then-current monthly salary for a period of six months from the date of termination, (c) if he had been employed by the Company for three years or longer but less than four years at the time of termination, his then-current monthly salary for a period of nine months from the date of termination, or (d) if he had been employed for four years or longer, his then-current monthly salary for a period of twelve months from the date of termination.

In the event of a termination without Cause (as defined in the Plan) that occurs one year after Dr. Voi’s start date or later and three months prior to or twelve months after a Change in Control (as defined in the Plan), Dr. Voi would be entitled to receive his base salary through the date of termination, reimbursement of certain incurred expenses, and, contingent upon execution of a separation agreement and a general release form within sixty days following the last date of employment, (a) a lump sum amount equal to the sum of his annual base salary and annual target bonus, and
(b) fully-accelerated vesting of all time-based equity awards held by Dr. Voi at the time of termination.

There are (a) no understandings or arrangements between Dr. Voi and any other person pursuant to which he was appointed as Chief Medical Officer of the Company and (b) Dr. Voi has no material interest in any transaction or proposed transaction in which the Company is or is to be a party. Dr. Voi has no family relationship with any director or executive officer of the Company.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full 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. To the extent required by Item 5.02 of Form 8-K, the disclosures in Item 8.01 are hereby incorporated by reference.

On September 28, 2023, the Company issued a press release with respect to the changes in the Company’s leadership. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

(d) Exhibits

Exhibit No.		Description
10.1*^		Employment Agreement, dated September 26, 2023, by and between the Company and Maurizio Voi, M.D.
99.1		Press Release dated September 28, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Management Compensation Plan or Arrangement.
^ Certain schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Copies of the omitted schedules will be furnished to the SEC upon request.