Exhibit 10.16
November 28, 2022
Via Email - Personal and Confidential
Dear Micah:
This letter (the “Agreement”) summarizes the terms of your separation from employment with SQZ Biotechnologies Company (“SQZ”or the “Company”) and establishes an amicable arrangement under which you release the Company from any claims, and, in return, you receive separation pay.
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You expressly acknowledge and agree that the payments provided to you or on your behalf under this Section 2 are benefits to which you are not otherwise entitled and are being given to you solely in exchange for your promise to be bound by the terms of this Agreement.
action, suits, claims, complaints, contracts, liabilities, agreements, promises, torts, debts, damages, controversies, judgments, rights and demands, whether existing or contingent, known or unknown, suspected or unsuspected, arising on or before the Effective Date (the “Claims”).
This general release includes, without limitation, any and all Claims arising out of or in connection
with:
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c. 151 § 1 et. seq., the Massachusetts Fair Employment Practices Act, M.G.L. c. 151B et seq., the Massachusetts Parental Leave Law, M.G.L.c. 149, §105D,the Massachusetts Civil Rights Act, M.G.L. c. 12,
§11H et seq., as amended, the Massachusetts Equal Rights Act, c. 93, §102 et seq., as amended, the Massachusetts Equal Pay Act, M.G.L.c. 149 §105A et seq., as amended, the Massachusetts law against sexual harassment, M.G.L. c. 214 §1C et seq., as amended, the Massachusetts law against retaliation, M.G.L. c. 19C,
§11. et seq., as amended, the Massachusetts Privacy Statute, M.G.L. c. 214 § 1B, the Massachusetts Small Necessities Leave Act, M.G.L. c. 149, §52D,and the Massachusetts Earned Sick Time Law. Please note that this section specifically includes a waiver and release of Claims that you have or may have regarding payments or amounts covered by the Massachusetts Wage Payment Act or Massachusetts Minimum Fair Wages Act (including, for instance, hourly wages, salary, overtime, minimum wages, commissions, vacation pay, holiday pay, sick leave pay, dismissal pay, bonus pay or severance pay), as well as Claims for retaliation under these Acts;
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under the Company’s (or its affiliates’) insurance policies, with respect to prior actions or in actions relating in any way to Executive’s duties as an employee or officer of the Company prior to the Separation Date.
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(iii) all of the Company’s successors and/or assigns, as well as legal representatives; (iv) all of the Company’s past, present, and future officers, directors, managers, employees, shareholders, owners, attorneys, agents, insurers, employee benefit plans (including such plans’ administrators, trustees, fiduciaries, record-keepers, and insurers), and legal representatives (all individually, in their capacity acting on the Company’s behalf, and in their official capacities); and (v) all persons acting by, through, under, or in concert with any of the entities or persons listed in subsections (i)-(iv).
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for all legal fees and expenses incurred in defending such claim and obtaining its dismissal. Notwithstanding the foregoing, should you bring an action to challenge the validity of the release and waiver of ADEA claims based on the insufficiency of the disclosures included in Section 5, the Company acknowledges that it will not be entitled to recover costs and expenses (including attorneys’ fees) incurred in defense of the validity of the release and waiver of ADEA claims.
terms, existence and/or any discussions relating to it. Except as required by legal or regulatory process, you will not discuss the same with anyone except your immediate family, and (when such disclosure is necessary for them to render
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professional services) accountants and attorneys. Nothing herein shall prohibit or bar you from providing truthful testimony in any legal or regulatory proceeding or in communicating with any Government Agencies or representative or from making any truthful disclosure required, authorized or permitted under law or regulation; provided, however, that in providing such testimony or making such disclosures or communications, you will use your best efforts to ensure that this Section is complied with to the maximum extent reasonably possible. Unless required by law, the Company agrees that neither the Company nor, during their term of employment, its current Chief Executive Officer, Armon Sharei, PhD, Chief People Officer, David First, Vice President and Head of Exploratory, Jon Gilbert, and General Counsel, Lawrence Knopf, Esq., shall make statements, remarks or comments to third parties, orally, in writing or via social media, directly or indirectly, that are, or could be reasonably interpreted to be, disparaging about you or indicate that your separation from the Company was involuntary. The Company will instruct members of Board of Directors of the Company not to make statements, remarks or comments to third parties, orally, in writing or via social media, directly or indirectly, that are, or could be reasonably interpreted to be, disparaging about you or indicate that your separation from the Company was involuntary.
information in the court proceeding if you file any document containing the trade secret under seal, and do not disclose the trade secret, except pursuant to court order.
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PROCEEDINGARISING OUT OF OR RELATINGTO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
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If you wish to accept this Agreement, please sign and date the Agreement below and return them to David First via email on or before 5:00 p.m. on December 19, 2022, which is at least 21 days after the date you received a copy of this Agreement. If you do not return a signed Agreement prior to the expiration of the review period, then this offer of severance shall expire.
We thank you for your service and wish you well. Very truly yours,
SQZ Biotechnologies Company,
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/s/ David First
By: David First
Title: Chief People Officer
PLEASEREVIEW CAREFULLY
THIS AGREEMENT HAS A RELEASE OF CERTAIN LEGAL RIGHTS YOU MAY HAVE. YOU SHOULD CONSULT WITH AN ATTORNEY REGARDING THE RELEASE AND OTHER ASPECTS OF THIS AGREEMENT BEFORE SIGNING IT.
YOU UNDERSTAND THAT BY SIGNING THIS AGREEMENT, YOU ARE EXPRESSLY WAIVING ANY AND ALL RIGHTS TO A TRIAL OR HEARING BEFORE A JURY FOR ANY AND ALL DISPUTES AND CLAIMS RELATINGTO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED THEREBY, AND/OR THE EMPLOYMENT RELATIONSHIP.
YOUR EMPLOYMENT BY THE COMPANYWILL TERMINATE ON DECEMBER 31, 2022. SUCH TERMINATION WILL NOT BE AFFECTED BY YOUR ACCEPTANCE OR FAILURE TO ACCEPT THIS AGREEMENT. IF YOU DO NOT ACCEPT IT, YOU WILL NOT RECEIVE THE PAYMENTS IN SECTION 2.
YOU REPRESENT THAT YOU HAVE READ THE FOREGOING AGREEMENT, FULLY UNDERSTAND ITS TERMS AND CONDITIONS, AND VOLUNTARILY ARE EXECUTING IT.
IN ENTERING INTO THIS AGREEMENT, YOU DO NOT RELY ON ANY REPRESENTATION, PROMISE OR INDUCEMENT MADE BY THE RELEASED PARTIES WITH THE EXCEPTION OF THE CONSIDERATION IN THIS DOCUMENT.
ACCEPTED:
/s/ Micah Zajic
Date: 11/28 , 2022
/
Micah Zajic
Exhibit A
CERTIFICATE UPDATINGRELEASE OF CLAIMS
[TO BE SIGNED NO EARLIER THAN December 31, 2022]
I, [Name], hereby acknowledge and certify that I entered into a Severance Agreement and General Release (the “Agreement”) with SQZ Biotechnologies Company (the “Company”). Pursuant to that Agreement, I am required to
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execute this certificate, which updates the release of claims in Section 4 of the Agreement (this “Certificate”) in order to receive the severance benefits in Section 2 of the Agreement. I, therefore, agree as follows:
Micah Zajic
Date:
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