Exhibit 10.15
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (“Agreement”) is made between Cogent Biosciences, Inc., a Delaware corporation (the “Company”), and John Robinson, PhD (the “Executive”) as of December 20, 2021 (the “Effective Date”).
WHEREAS, the Company and the Executive are currently parties to that certain Employment Agreement, effective as of March 31, 2021 (the “Prior Agreement”);
WHEREAS, pursuant to the Prior Agreement, the Executive is currently employed as the Chief Scientific Officer of the Company; and
WHEREAS, the Company and the Executive now wish to amend and restate the Prior Agreement to set forth the ongoing terms of the Executive’s employment, commencing as of the Effective Date.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
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“Change in Control” shall mean any of the following:
Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of Voting Securities beneficially owned by any person to 50 percent or more of the combined voting power of all of the then outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns 50 percent or more of the combined voting power of all of the then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (i).
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1.409A-1(h).
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Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date and year first above written.
COGENT BIOSCIENCES, INC.
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| /s/ Erin Schellhammer |
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| Erin Schellhammer |
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| Chief People Officer |
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| /s/ John Robinson, PhD |
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| John Robinson, PhD |
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