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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 15, 2023
Virgin Orbit Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-4026798-1576914
(State or other jurisdiction
 of incorporation)
(Commission File Number)
(I.R.S. Employer
 Identification No.)
4022 E. Conant St.
Long Beach, California
90808
(Address of principal executive offices)(Zip Code)
(562) 388-4400
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)
Name of each exchange on which
 registered
Common stock, $0.0001 par value per shareVORBThe Nasdaq Stock Market LLC
Warrants to purchase common stockVORBWThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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


On March 15, 2023, the Compensation Committee of the Board of Directors of Virgin Orbit Holdings, Inc. (the “Company”) adopted and approved the Company’s Executive Change in Control Severance Plan (the “Severance Plan”), effective March 15, 2023. The Severance Plan provides for severance payments and benefits in the event of a qualifying termination during the 12-month period following a change in control of the Company, as follows: (i) a cash severance payment equal to 100% (200% with respect to the Company’s Chief Executive Officer) of the executive’s base compensation; (ii) a cash payment equal to the executive’s pro-rated target annual bonus for the year of termination; (iii) up to six months’ COBRA coverage; and (iv) full accelerated vesting of time-vesting Company equity awards and accelerated vesting of performance-vesting Company equity awards at the “target” level achievement of applicable performance metrics. Initial participants in the plan include Daniel Hart (the Company’s Chief Executive Officer), Jim Simpson (the Company’s Chief Strategy Officer) and Tony Gingiss (the Company’s Chief Operating Officer).

The foregoing summary of the Severance Plan is not complete and is qualified in its entirety by reference to the full text of the Severance Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference. Any capitalized term used and not defined in this Item 5.02 shall have the same meaning set forth in the Severance Plan.




Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.
Description
10.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Virgin Orbit Holdings, Inc.
Date:March 20, 2023By:/s/ Dan Hart
Name:Dan Hart
Title:Chief Executive Officer


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