Exhibit 10.2
ONCORUS, INC.
EMPLOYMENT AGREEMENT
This Employment Agreement (the “Agreement”), effective as of May 10, 2022 (the “Effective Date”), is made by and among Oncorus, Inc., a Delaware corporation (the “Company”) and Rick Wanstall (the “Executive” and, together with the Company, the “Parties”).
WHEREAS, the Company desires to employ Executive as its Chief Financial Officer, and to enter into an agreement embodying the terms of such employment;
WHEREAS, Executive desires to provide services to the Company on the terms herein provided; and
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, including the respective covenants and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
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(a) Option Grant. As soon as reasonably practicable following the Effective Date, the Company shall recommend to the Board that it grant to Executive under the Oncorus, Inc. 2020 Equity Incentive Plan (the “Plan”) and Executive’s Oncorus, Inc. 2020 Equity Incentive Plan Option Agreement (the “Option Agreement”), an option to purchase 225,000 shares of the Company’s common stock or, at the election of Executive, a restricted stock award (the “Award”) having an exercise or purchase price per share equal to fair market value on the date of grant, as determined by the Board in its sole discretion. If the award is a stock option, it shall be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) to the maximum extent permitted by applicable law. The Award shall vest and become exercisable with respect to 25% of the shares subject thereto on the first anniversary of the Effective Date and with respect to 1/48th of the shares subject thereto on each monthly anniversary of the Effective Date thereafter, in each case, subject to Executive’s continued service to the Company through each vesting date. The Award will be subject to all of the terms and conditions of the Plan and the Option Agreement to be entered into by the parties pursuant to which it is granted.
(b) Future Annual Stock Option Awards. Executive remains eligible to be considered for future equity awards as may be determined by the Board (or the Compensation Committee of the Board) in its discretion in accordance with the terms of any applicable equity plan or arrangement that may be in effect from time to time.
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[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date and year first above written.
ONCORUS, INC.
By: /s/ Ted Ashburn
Name: Theodore (Ted) Ashburn, M.D., PhD.
Title: President and Chief Executive Officer
EXECUTIVE
By: /s/ Richard Wanstall
Name: Richard Wanstall
Address: [ADDRESS]
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Exhibit A
ONCORUS, INC.
EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT
In consideration of my employment or continued employment by Oncorus, Inc., its subsidiaries, parents, affiliates, successors and assigns (together “Company”), and the compensation paid to me now and during my employment with Company, and the Company’s agreement to provide me with access to its Confidential Information (as defined below), I hereby enter into this Employee Confidential Information and Invention Assignment Agreement (the “Agreement”) and agree as follows:
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Employee Confidential Information and Inventions Assignment Agreement
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Employee Confidential Information and Inventions Assignment Agreement
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Employee Confidential Information and Inventions Assignment Agreement
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The parties agree that for purposes of this Agreement, a “Customer or Potential Customer” is any person or entity who or which, at any time during the one year period prior to my contact with such person or entity as described in Sections 5.4, 5.5 or 5.6 above if such contact occurs during my employment or, if such contact occurs following the termination of my employment, during the one year period prior to the date my employment with Company ends: (i) contracted for, was billed
Employee Confidential Information and Inventions Assignment Agreement
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for, or received from Company any product, service or process with which I worked directly or indirectly during my employment by Company or about which I acquired Confidential Information; or (ii) was in contact with me or in contact with any other employee, owner, or agent of Company, of which contact I was or should have been aware, concerning the sale or purchase of, or contract for, any product, service or process with which I worked directly or indirectly during my employment with Company or about which I acquired Confidential Information; or (iii) was solicited by Company in an effort in which I was involved or of which I was aware.
Employee Confidential Information and Inventions Assignment Agreement
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Employee Confidential Information and Inventions Assignment Agreement
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Employee Confidential Information and Inventions Assignment Agreement
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Employee Confidential Information and Inventions Assignment Agreement
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[signatures to follow on next page]
Employee Confidential Information and Inventions Assignment Agreement
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This Agreement will be effective as of the date signed by the Employee below, with the exception of Section 6, which will be effective on May 10, 2022 (ten (10) business days after the date on which the Company first presented this Agreement to Employee).
EMPLOYEE: |
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I have read this agreement carefully and understand its terms. I have completely filled out Exhibit A to this Agreement. |
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/s/ Richard Wanstall |
(Signature) |
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Richard Wanstall |
Name |
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5/10/2022 |
Date |
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[EMAIL ADDRESS] |
COMPANY: | ||
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Accepted and agreed | ||
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Oncorus, Inc. | ||
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By: | /s/ Ted Ashburn | |
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| Name: | Theodore (Ted) Ashburn, M.D., PhD. |
| Title: | President and Chief Executive Officer |
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Email: | [EMAIL ADDRESS] |
Employee Confidential Information and Inventions Assignment Agreement
Signature Page
Exhibit A
Excluded Inventions
TO: | Oncorus, Inc. |
FROM: | Richard Wanstall |
DATE: | 5/10/2022 |
1. Excluded Inventions Disclosure. Except as listed in Section 2 below, the following is a complete list of all Excluded Inventions:
No Excluded Inventions.
See below:
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Additional sheets attached.
2. Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to the Excluded Inventions generally listed below, the intellectual property rights and duty of confidentiality with respect to which I owe to the following party(ies):
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| Relationship |
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Additional sheets attached.