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

On January 13, 2023, as part of its annual review of executive compensation, the Compensation Committee of the Board of Directors (the "Compensation Committee") of Jounce Therapeutics, Inc. (the "Company") approved retention bonuses for Hugh Cole, Chief Operating Officer, Elizabeth Trehu, Chief Medical Officer, and Kim C. Drapkin, Chief Financial Officer. Mr. Cole will be entitled to receive a retention bonus equal to 25 percent of his base salary, subject to his continued service with the Company through the achievement of and contingent upon meeting certain goals set by the Compensation Committee. Each of Dr. Trehu and Ms. Drapkin will be entitled to receive a retention bonus equal to 50 percent of her base salary, in each case, subject to her continued service with the Company through the achievement of and contingent upon meeting certain goals set by the Compensation Committee.

The Compensation Committee also approved the amendment of each of Mr. Cole's Employment Agreement, dated as of July 24, 2017, Dr. Trehu's Employment Agreement, dated as of January 6, 2017, Ms. Drapkin's Employment Agreement, dated as of January 6, 2017 and Richard Murray's Employment Agreement, dated as of January 6, 2017 (collectively, the "Executive Employment Agreements") to provide that, in the event of a termination of such executive's employment without cause by the Company that occurs within a period of time prior to the signing of a definitive agreement relating to a transaction that, if consummated, would constitute a change in control of the Company and the closing of such transaction, such executive will be eligible to receive, following the closing of such transaction, an amount equal to (i) three months of such executive's base salary (six months in the case of Dr. Murray) in effect immediately prior to such termination; and (ii) a bonus for the year during which the termination occurs, calculated by multiplying such executive's target bonus percentage by twelve months of his or her base salary (eighteen months of his base salary in the case of Dr. Murray). These severance payments would be in addition to any amounts such executive is eligible to receive under Section 6 of the applicable Executive Employment Agreement.

The foregoing description of the amendments to the Executive Employment Agreements and the Murray Employment Agreement (the "Amendments") is qualified in its entirety by reference to the Amendments, which will be filed as exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ending March 31, 2023.




Item 8.01. Other Events.

On January 17, 2023, the Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") stating that because the Company's common stock had a closing bid price at or above $1.00 per share for a minimum of 10 consecutive business days, the Company has regained compliance with the minimum bid price requirement of $1.00 per share for continued listing on The Nasdaq Global Select Market and that the matter is now closed.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.             Description
104                     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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