Exhibit 10.12
AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT
This Amended and Restated Change in Control and Severance Agreement (the “Agreement”) is made between Enliven Therapeutics, Inc. (the “Company”) and Helen Collins (the “Executive”).
This Agreement provides certain protections to the Executive in connection with a change in control of the Company or in connection with the involuntary termination of the Executive’s employment under the circumstances described in this Agreement.
The Company and the Executive entered into the Change in Control and Severance Agreement (the “Original Agreement”) effective as of February 23, 2023 (the “Effective Date”).
The parties now desire to amend the Original Agreement in certain respects, and for convenience to restate the Original Agreement, on the terms and conditions set forth in this Agreement.
Accordingly, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledges, the parties hereby amend and restate the Original Agreement and otherwise agree as follows effective as of the Effective Date:
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For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.
Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A.
Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
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Enliven Therapeutics, Inc.
6200 Lookout Rd.
Boulder, CO 80301
Attention: Chief Executive Officer
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[Signature page follows.]
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By its signature below, each of the parties signifies its acceptance of the terms of this Agreement, in the case of the Company by its duly authorized officer.
COMPANY |
| ENLIVEN THERAPEUTICS, INC. |
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| By: _/s/ Samuel Kintz______________ |
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| Name: Samuel Kintz |
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| Title: CEO |
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| Date: _February 29, 2024___________ |
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EXECUTIVE |
| Helen Collins |
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| By: _/s/ Helen Collins______________ |
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| Date: _ February 29, 2024__________ |
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