RETIREMENT AND TRANSITION AGREEMENT
This Retirement and Transition Agreement (the “Agreement”) is made by and between Nancy Simonian (the “Executive”) and Syros Pharmaceuticals, Inc. (“Syros” or the “Company”) (together, the “Parties”).
WHEREAS, the Company and the Executive are parties to that certain amended and restated letter agreement dated as of November 13, 2012 (as amended on January 29, 2016) (the “Offer Letter”), under which the Executive currently serves as President and Chief Executive Officer of the Company;
WHEREAS, the Executive has notified the Company of her desire to retire from the Company, and the Parties mutually have agreed to establish terms for the Executive’s transition and separation from employment with the Company and continued service on the Board of Directors of the Company (the “Board”); and
WHEREAS, the Parties agree that the payments, benefits and rights set forth in this Agreement shall be the exclusive payments, benefits and rights due to the Executive in connection with her retirement and separation from employment with the Company and in connection with her continued service on the Board;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
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Other than the Retirement Benefits and Accrued Obligations, the Executive will not be eligible for, nor shall she have a right to receive, any payments or benefits from the Company following the Retirement Date. For the avoidance of doubt, the Executive acknowledges that she is not eligible for or entitled to receive any severance benefits or other payments or benefits pursuant to the Offer Letter on the Retirement Date, and further acknowledges that she will not be eligible to receive the Retirement Benefits (or any payments or benefits from the Company other than the Accrued Obligations) if she fails to timely enter into this Agreement and the Additional Release or if her employment is terminated for Cause prior to the Retirement Date or if she fails to comply with her obligations under this Agreement or the Restrictive Covenants Agreement.
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IN WITNESS WHEREOF, the Parties have set their hands and seals to this Agreement as of the date(s) written below.
SYROS PHARMACEUTICALS, INC.
By: /s/ Peter Wirth
Name: Peter Wirth
Title: Chairman of the Board of Directors
I hereby agree to the terms and conditions set forth above. I have been given a reasonable amount of time to consider this Agreement and I have chosen to execute this on the date below. I further understand that my receipt of the Retirement Benefits is contingent upon my timely execution, return and non-revocation of the Additional Release, and that I have been given at least twenty-one (21) days to consider such Additional Release, and will have seven (7) days in which to revoke my acceptance after I sign such Additional Release.
NANCY SIMONIAN, M.D.
/s/ Nancy Simonian Date: 9/28/2023
[Signature Page to Retirement and Transition Agreement]
ATTACHMENT A
ADDITIONAL RELEASE OF CLAIMS
This Additional Release of Claims (this “Additional Release”) is made by Nancy Simonian, M.D. (the “Executive”) as of the date set forth opposite her signature below. Capitalized terms used but not defined herein have the meanings set forth in the Retirement and Transition Agreement to which this Additional Release is attached as Attachment A.
WHEREAS, the Executive’s Retirement Date has occurred on or prior to the execution of this Additional Release; and
WHEREAS, the Executive is entering into this Additional Release in accordance with the terms and conditions set forth in the Retirement and Transition Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive hereby agrees as follows:
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For the avoidance of doubt, this Additional Release supplements, and in no way limits, the Retirement and Transition Agreement.
I hereby provide this Additional Release as of the current date and acknowledge that the execution of this Additional Release is in further consideration of the Retirement Benefits, to which I acknowledge I would not be entitled if I did not enter into this Additional Release. I intend that this Additional Release will become a binding agreement between me and the Company if I do not revoke my acceptance in seven (7) days.
NANCY SIMONIAN, M.D.
Date:
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WITNESS our hands and seals:
| SYROS PHARMACEUTICALS, INC.
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Date: | By: Name: Title: |
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| nancy simonian, m.d.
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Date: |
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