Exhibit 10.2
FULCRUM THERAPEUTICS, INC.
EXECUTIVEEMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made as of August 7, 2023 (the “Effective Date”) by and between Fulcrum Therapeutics, Inc. (the “Company”) and Alan Musso (the “Executive”) (the Company and the Executive each a “Party” and together the “Parties”).
RECITALS
WHEREAS, the Company desires to employ the Executive as its Chief Financial Officer; and
WHEREAS, the Executive has agreed to accept such employment on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the Parties herein contained, the Parties hereto agree as follows:
Exhibit 10.2
Company and its affiliates. Notwithstanding the foregoing, the Executive may serve on other boards of directors, with the approval of the Board of Directors of the Company (the “Board”)
which will not be unreasonably withheld, or engage in religious, charitable or other activities as long as such services and activities are approved by the Board and do not materially interfere with the Executive’s performance of his duties to the Company as provided in this Agreement. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time by the Company.
Exhibit 10.2
Company's common stock (the “Shares”) at a per-Share exercise price equal to the grant date fair market value of one Share (the “Initial Option Award”), subject to all of the terms and conditions of the Company’s incentive equity plan and/or inducement plan, as applicable, an individual award agreement, and any ancillary agreements with the Company that the Executive may be required to enter into as a condition of such grant (collectively, the “Equity Documents”), which will provide, among other things, that the Initial Option Award will vest and become exercisable over 4 years as follows: (i) as to 25% of the Shares underlying the Initial Option Award on the first anniversary of the Start Date and (ii) as to an additional 6.25% of the Shares underlying the Initial Option Award on the last day of each of the next 12 successive calendar quarters, provided in each case that the Executive remains employed by the Company and in compliance with the Equity Documents through each such vesting date. In the event of any conflict between any terms of this Agreement and any terms of the Equity Documents, the terms of the Equity Documents will prevail.
Exhibit 10.2
that such Housing and Travel Allowance will constitute taxable income to the Executive for a given calendar year, the Company will also provide the Executive with an additional cash gross-up amount (the “Housing Gross-Up Payment”) equal to the estimated amount of such taxable income (estimated at the highest federal and state tax rates applicable to a person living in the Commonwealth of Massachusetts), which will be paid to the Executive on or before December 31 of such year, regardless of whether Executive is employed through such payment date (but provided that Executive was employed by the Company for at least one day during such year). Annually the President and Chief Executive Officer will review and determine in its sole discretion after good faith consultation with the Executive appropriate adjustments, if any, to the amount of the Housing and Travel Allowance for each subsequent year.
Exhibit 10.2
is anticipated to result in, material harm to any Group Company, provided, however, that the Executive shall have a period of not less than ten (10) days to cure any curable act or omission (as determined by the Board in its good faith discretion) constituting Cause described in this Section 6(b)(iii) following the Board’s delivery to the Executive of written notice of such act or omission;
Exhibit 10.2
provided, however, that in each case, the Company shall have a period of not less than thirty (30) days to cure any act constituting Good Reason following Executive’s delivery to the Company of written notice within sixty (60) days of the action or omission constituting Good Reason, and that the Executive actually terminates employment within thirty (30) days following the expiration of the Company’s cure period.
(12) months of employment with good performance for the Company (as determined by the Board in its sole and absolute discretion), then the Executive shall be entitled to the Accrued Obligations. In addition, and subject to Section 8 and the conditions of Section 7(d), in the case of a termination described in the preceding sentence, the Company shall: [(i) continue to pay to the Executive, in equal periodic installments in accordance with the Company’s regularly established payroll procedures (not less frequently than monthly), the Executive’s Base Salary for a period of nine (9) months commencing on the Payment Date (as defined below); (ii) pay to the Executive, in a single lump sum on the Payment Date, an amount equal to 100% of the Executive’s Target Bonus for the year in which termination occurs; and (iii) provided the Executive is eligible for and timely elects to continue receiving group medical coverage pursuant to the “COBRA” law, continue to pay (but in no event longer than nine (9) months following the Executive’s Termination Date) the share of
Exhibit 10.2
the premium for such coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage, unless the Company’s provision of such COBRA subsidy will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply] (collectively, the “Severance Benefits”).
(ii) pay to the Executive, in a single lump sum on the Payment Date, an amount equal to 100% of the Executive’s Target Bonus for the year in which termination occurs or, if higher, the Executive’s Target Bonus immediately prior to the Change in Control; (iii) provided the Executive is eligible for and timely elects to continue receiving group medical coverage pursuant to the “COBRA” law, continue to pay (but in no event longer than twelve (12) months following the Executive’s Termination Date) the share of the premium for such coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage, unless the Company’s provision of such COBRA subsidy will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (iv) provide that the vesting of the Executive’s then-unvested equity awards that vest based solely on the passage of time shall be accelerated, such that all then-unvested equity awards that vest based solely on the passage of time vest and become fully exercisable or non-forfeitable as of the Termination Date] (collectively, the “Change in Control Severance Benefits”).
Exhibit 10.2
constitutes a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, as defined in Treasury Regulation
§§ 1.409A-3(i)(5)(v), (vi) and (vii): (i) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) fifty percent (50%) or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company or (2) any acquisition by any entity pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (iii) of this definition; or (ii) a change in the composition of the Board that results in the Continuing Directors (as defined below) no longer constituting a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (x) who was a member of the Board on the Effective Date or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (y) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or (iii) the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company, or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each of the following two (2) conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one (1) or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, fifty percent (50%) or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then- outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or (iv) the liquidation or dissolution of the Company.
Exhibit 10.2
Exhibit 10.2
following a termination of employment, unless such termination is also a “separation from service” within the meaning of Section 409A, and, for purposes of any such provision, all references in this Agreement to the Executive’s “termination”, “termination of employment” or like terms will mean the Executive’s “separation from service” with the Company, and the date of such separation from service will be the date of termination for purposes of any such payment or benefit.
(6) month period or such shorter period, if applicable). The Company will determine in its sole discretion all matters relating to who is a “specified employee” and the application of and effects of the change in such determination.
(i) any cash amounts payable to the Executive, (ii) any benefits valued as parachute payments, and
(iii) acceleration of vesting of any equity awards. Any determination required under this paragraph will be made in writing by the Company’s independent public accountants (the “Firm”), whose determination will be conclusive and binding upon the Executive and the Company. For purposes of making the calculations required by this paragraph, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this paragraph. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this paragraph.
Exhibit 10.2
provided to the Executive hereunder shall be subject to any clawback or recoupment policy that may be maintained by the Company from time to time, and the requirements of any law or regulation applicable to the Company and governing the clawback or recoupment of executive compensation, or as set forth in any final non-appealable order by any court of competent jurisdiction or arbitrator.
To Executive:
At the address set forth in the Executive’s personnel file To Company:
Fulcrum Therapeutics, Inc.
26 Landsdowne Street, 5th Floor Cambridge, MA 02139
Either Party may change the address to which notices are to be delivered by giving notice of such change to the other Party in the manner set forth in this Section 11.
Exhibit 10.2
Exhibit 10.2
the Parties.
[Signatures on Page Following]
Exhibit 10.2
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year set forth above.
FULCRUM THERAPEUTICS, INC.
| By: | /s/ Kim Hazen |
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| Name: | Kim Hazen |
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| Title: | Chief People Officer |
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EXECUTIVE:
By: | /s/ Alan Musso |
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Name: | Alan Musso |