Aura Biosciences Inc

Item 5. Other Information.

(a) Executive Severance Plan

On November 10, 2024, the Compensation Committee (the “Committee”) of our Board adopted an Executive Severance Plan for participating executives (the “Plan”). The Plan provides for severance payments and benefits to eligible executives (each, a “Covered Executive”) in the event that we terminate the employment of a Covered Executive without Cause (as defined in the Plan) or if a Covered Executive resigns with Good Reason (as defined in the Plan) (such termination or resignation, a “Qualifying Termination”). Upon acceptance of participation in the Plan, the severance payments and benefits under the Plan shall supersede and replace any severance benefits under any individual employment agreement or offer letter previously entered into between us and a Covered Executive. At the time of the Plan’s adoption, it was anticipated that the Covered Executives would initially be comprised of Elisabet de los Pinos, Ph.D., our Chief Executive Officer, J. Jill Hopkins, M.D., our Chief Medical Officer and President of R&D, Conor Kilroy, our General Counsel and Secretary, and Mark Plavsic, Ph.D., our Chief Technology Officer.

Under the terms of the Plan, upon a Qualifying Termination outside of the Change of Control Period (defined as the period beginning three months prior and ending 12 months following a Change of Control (as defined in the Plan)), a Covered Executive will be entitled to receive severance pay in the form of: (i) continuation of the Covered Executive’s Base Salary (as defined in the Plan) for nine months (12 months in the case of Dr. de los Pinos), and (ii) payment to the group health plan provider or the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) provider of the employer cost of the COBRA premiums at the time of the Qualifying Termination applicable to the Covered Executive and his or her eligible dependents for a period of up to nine months (up to 12 months in the case of Dr. de los Pinos).

Upon a Qualifying Termination within the Change in Control Period, a Covered Executive will be entitled to receive severance pay in the form of: (i) a lump sum cash payment equivalent to 12 months (18 months in the case of Dr. de los Pinos) of the Covered Executive’s Base Salary, (ii) a lump sum cash payment equivalent to one times (one and one-half times in the case of Dr. de los Pinos) the Covered Executive’s Target Bonus (as defined in the Plan) plus the Covered Executive’s Target Bonus pro-rated for the number of days of service during the year in which the Qualifying Termination occurs, (iii) payment to the group health plan provider or the COBRA provider of the employer cost of the COBRA premiums at the time of the Qualifying Termination applicable to the Covered Executive and his or her eligible dependents for a period of up to 12 months (18 months in the case of Dr. de los Pinos), and (iii) to cause equity awards with time-based vesting held by the Covered Executive to immediately become fully vested, exercisable or nonforfeitable. For equity awards held by a Covered Executive as of November 10, 2024, the effective date of the Plan, such awards shall immediately become fully vested, exercisable or nonforfeitable upon a Change of Control.

As described more fully in the Plan, in order to receive the foregoing benefits, a Covered Executive must execute a separation agreement and general release of claims in our favor and affirm his or her continuing obligations towards us, including his or her ongoing restrictive covenants.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Plan, a copy of which is filed herewith as Exhibit 10.3 and incorporated herein by reference.

(c) Insider Trading Arrangements

None of our directors or officers, as defined in Rule 16a-1(f) under the Securities Act, adopted orterminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as defined in Item 408(c) of Regulation S-K, during the quarter ended September 30, 2024.