Amendment to Executive Employment Agreement and Adoption of Executive Change in Control and Severance Policy
On December 19, 2025, Impinj, Inc. entered into a Second Amendment to Employment Agreement with CEO Chris Diorio, modifying his severance eligibility. If terminated within a specified period around a Change of Control (CoC), Dr. Diorio is eligible for 200% base salary, full accelerated vesting of equity, 24 months COBRA reimbursement, prorated bonus, and an extended stock option exercise period. If terminated outside the CoC period, he receives 12 months base salary continuation, accelerated vesting of equity that would vest in 12 months, 12 months COBRA reimbursement, and an extended stock option exercise period. Severance is contingent on executing a release. The company is not required to provide tax gross-ups. Additionally, on December 19, 2025, the Compensation Committee approved the Executive Change in Control and Severance Policy (CIC Policy) for key executives. Under the CIC Policy, for terminations within the CoC period, executives receive 100% base salary, 100% target bonus, 12 months COBRA, and full accelerated vesting of time-based equity. Outside the CoC period, executives receive 50% base salary for six months, 100% target bonus, six months COBRA, and for specific executives (Baker and Phelan), 25% accelerated vesting and an extended stock option exercise period. Severance is contingent on a separation agreement and release.