Exhibit 10.17
February 28, 2023
Parisa Zamiri
Via email
Re: Terms of Separation
Dear Parisa:
This letter confirms the agreement (“Agreement”) between you and Graybug Vision, Inc. (the “Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.
Parisa Zamiri
Page 2
The equity report attached hereto as Exhibit B summarizes your outstanding Options and RSUs. Your rights concerning your Options and RSUs will continue to be governed by the Plan and the applicable written award agreements, as amended pursuant to the Amendment to Stock Option Award Agreement and the Amendment to Restricted Stock Unit Award Agreement entered into by and between you and the Company on or about February 28, 2023. Further, you agree to further amend your Options and RSUs, if the Company determines such amendments to be in the best interests of the Company or if such amendments are required by CalciMedica.
By signing below, you acknowledge that you are receiving the separation compensation outlined in this Section 3 in consideration for waiving your rights to claims referred to in this Agreement and that you would not otherwise be entitled to the separation compensation.
Parisa Zamiri
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b. You hereby acknowledge that you are aware of the principle that a general release does not extend to claims that the releasor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her, must have materially affected his or her settlement with the releasee. With knowledge of this principle, you hereby agree to expressly waive any rights you may have to that effect.
c. You and the Company do not intend to release claims that you may not release as a matter of law, including but not limited to claims for indemnity, or any claims for enforcement of this Agreement. To the fullest extent permitted by law, any dispute regarding the scope of this general release shall be determined by an arbitrator under the procedures set forth in the arbitration clause below.
Parisa Zamiri
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Parisa Zamiri
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If you agree to abide by the terms outlined in this Agreement, please sign and return it to me. I wish you the best in your future endeavors.
Sincerely,
Graybug Vision, Inc.
By: /s/ Robert Breuil
Robert S. Breuil, Chief Financial Officer
READ, UNDERSTOOD AND AGREED
/s/ Parisa Zamiri Date: February 28, 2023
Parisa Zamiri
EXHIBIT A
CONFIDENTIALITY AGREEMENT
[Redacted]
Parisa Zamiri
Page 2
EXHIBIT B
EQUITY REPORT
Options
Date of Grant | Exercise Price Per Share | ISO or NQSO as of Date of Grant | Number of Shares Subject to the Stock Option on Date of Grant |
July 7, 20202 | $3.52 | ISO | 28,471 |
July 7, 2020 | $3.52 | NQSO | 195,265 |
December 8, 2020 | $23.66 | ISO | 16,904 |
December 8, 2020 | $23.66 | NQSO | 18,096 |
May 19, 2021 | $3.73 | ISO | 22,822 |
May 19, 2021 | $3.73 | NQSO | 196,178 |
February 28, 2022 | $1.33 | ISO | 1 |
February 28, 2022 | $1.33 | NQSO | 63,844 |
RSUs
Date of Grant | Number of Shares Subject to RSU Award on Date of Grant |
May 19, 2021 | 150,000 |
February 28, 2022 | 83,155 |
August 24, 2022 | 450,000 |
Parisa Zamiri
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EXHIBIT C
ADEA DISCLOSURE
(UNDER TITLE 29 U.S. CODE SECTION 626(f)(1)(H))
[Redacted]