Exhibit 10.22
EMPLOYMENT AGREEMENT
| 1. | EMPLOYER |
AVROBIO, Inc. whose principal place of business is at One Kendall Square, Building 300, Suite 201, Cambridge, MA 02139 USA (the “Company”).
Essra Ridha (“you”).
Your employment is expected to begin as soon as practical, on a date mutually agreed between you and the Company. Your actual commencement date (the “Start Date”) will be notified to you in writing by the Company once you have provided to the Company proof of your right to work in the UK. No employment with any previous employer counts as part of your period of continuous employment.
| 4.2 | You agree to comply with the Company’s rules, procedures and policies that are in force from time to time. |
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| 5.2 | In addition to the foregoing, you will be required to travel within the United Kingdom and United States, as well as overseas as shall be necessary for the proper performance of your duties. |
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(12) months of the Start Date. For clarity, “repayment in full” shall mean the gross amount of the Signing Bonus, net of national insurance contributions.
agree to make payment via wire transfer to the Company of any sums due from you to the Company within 7 calendar days upon demand by the Company at any time.
| 7.1 | The Company will comply with the employer pension duties in respect of your employment in accordance with Part 1 of the Pensions Act 2008. |
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The Company shall reimburse you for all reasonable expenses properly incurred by you in the performance of your duties. Reimbursement will be in accordance with any Company policy on expenses which is in force at the time.
You will be entitled to statutory sick pay to which you are eligible. Payment of any additional sums will be in the Company’s absolute discretion.
You may be eligible to take the following types of paid leave, subject to any statutory eligibility requirements or conditions and the Company’s rules applicable to each type of leave in force from time to time:
During your employment you may be required to take part in various training courses which we may provide from time to time in-house. You should speak to the CEO if you have any questions on the courses available or questions on how to take a course.
Your employment hereunder may be terminated without any breach of this Agreement under the following circumstances:
(v) a material violation by you of the Company’s written employment policies; or (vi) failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the wilful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.
“Good Reason” condition has occurred; (ii) you notify the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) you cooperate in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) you terminate your employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.
14.5 with Good Reason, the date on which a Notice of Termination is given after the end of the Cure Period. Notwithstanding the foregoing, any notice of termination shall be subject to any minimum statutory period of notice required by English law and, in the event that you give a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such acceleration shall not result in a termination by the Company for purposes of this Agreement.
within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):
| (i) | the Company shall pay you an amount equal to 0.75 times the sum of your Base Salary (the “Severance Amount”); |
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| (ii) | notwithstanding anything to the contrary in any applicable option agreement or stock- based award agreement, all time-based stock options and other time-based stock-based awards held by you in which such stock option or other stock-based award would have vested if you had remained employed for an additional nine months following the Date of Termination shall vest and become exercisable or nonforfeitable as of the Date of Termination; and |
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| (iii) | the Company shall pay you an amount equal to nine months of Benefits Allowance. |
The amounts payable under clauses 15.2 (i) and (iii) shall be paid out in substantially equal instalments in accordance with the Company’s payroll practice over nine months commencing within 60 days after the Date of Termination.
The provisions of this clause 16 set forth certain terms of an agreement reached between you and the Company regarding your rights and obligations upon the occurrence of a Change in Control of the Company. These provisions are intended to assure and encourage in advance your continued attention and dedication to your assigned duties and your objectivity during the pendency and after the occurrence of any such event. These provisions shall apply in lieu of, and expressly supersede, the provisions of clause 15 regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within three months prior to or 18 months after the occurrence of the first event constituting a Change in Control. These provisions shall terminate and be of no further force or effect beginning 18 months after the occurrence of a Change in Control.
| (i) | the Company shall pay you a lump sum in cash in an amount equal to one times the sum of |
(A) your current Base Salary (or your Base Salary in effect immediately prior to the Change in Control, if higher) and (B) your Target Annual Incentive Compensation then in effect (together, the “Change in Control Payment”);
(ii)notwithstanding anything to the contrary in any applicable option agreement or stock- based award agreement, all time-based stock options and other time-based stock-based awards held by you shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination; and
(iii)the Company shall pay you a lump sum in cash in an amount equal to 12 times the Benefits Allowance.
The amounts payable under clauses 16.1(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period
begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
| 16.2 | Definitions. For purposes of this clause 16, the following terms shall have the following meanings: |
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“Change in Control” shall mean any of the following:
(i)any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 50 percent or more of the combined voting power of the Company’s then outstanding securities having the right to vote in an election of the Board (“Voting Securities”) (in such case other than as a result of an acquisition of securities directly from the Company); or (ii) the date a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; or
(iii) the consummation of (A) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the Company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (B) any sale or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company. 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).
| 17.1 | You agree both during your employment and after the termination of your employment not to use or disclose to any person any confidential information: |
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| (a) | concerning the business of the Company and which comes to your knowledge during the course of or in connection with your employment; or |
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| (b) | disclosed as a protected disclosure within the meaning of section 43A Employment Rights Act 1996; |
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| (c) | ordered to be disclosed by a court of competent jurisdiction or otherwise required to be disclosed by law; or |
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“Intellectual Property Rights” means all intellectual property rights in any part of the world including patents, rights to inventions, registered and unregistered trademarks, rights in get-up, rights in domain names, registered designs, unregistered rights in designs, copyright (including rights in software) and neighbouring rights, database rights, rights in know-how and, in each case, rights of a similar or corresponding character and all applications and rights to apply for the protections of such rights;
“Invention” means all inventions, innovations, discoveries, development, improvements, ideas, formulae, processes and know-how;
“Work Results” means all Inventions and all other works or materials in whatever form devised, prepared, developed, created or made by you (whether alone or with others and whether or not patentable or capable of registration and whether or not recorded in any medium) during the term of this agreement either in the course of your employment under this agreement or outside the course of your employment if such matters relate to the business of the Company or any Group Company or to projects carried out by you on behalf of the Company.
| 18.2 | You agree to promptly give the Company full written details of all Work Results and keep details of the Work Results confidential. |
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rights in the Company (or its nominee) or to perfect the Company’s (or its nominee’s) title to the Intellectual Property Rights in the Work Results anywhere in the world.
| 18.5 | You irrevocably waive all moral rights arising in the Work Results anywhere in the world to the fullest extent permitted by law. |
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During your employment with the Company you will not:
Notwithstanding the foregoing, you may serve on other boards of directors, with the approval of the Board (or Nominating and Corporate Governance Committee), or engage in religious, charitable or other community activities as long as such services and activities are disclosed to the Company and do not materially interfere with your performance of duties to the Company as provided in this Agreement.
You agree to comply with the provisions set out in Schedule 1.
As a condition of employment, you will be required to sign the Company’s Code of Business Conduct & Ethics. If you wish to appeal against a disciplinary decision you may apply in writing to the Company’s Chief Human Resources Officer. If you wish to raise a grievance, please apply in writing to the Company’s Chief Compliance Officer. The Company reserves the right to suspend you with pay pending the outcome of any disciplinary proceedings.
Where notice of termination has been served by the Company or by you, the Company may exclude you from Company premises for the notice period or the remainder of the notice period (up to a maximum of three months), as applicable.
The Company may suspend you from the performance of any of your duties during any period in which the Company is carrying out an investigation into any alleged acts or defaults by you.
There are no collective agreements applicable to you or which affect your terms of employment.
The Company reserves the right to make reasonable changes to any of your terms of employment. You will be notified in writing of any change as soon as possible and in any event within one month of the change.
| 26.1 | A person, firm or company which is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. |
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| 26.3 | English law shall apply to this Agreement and both you and the Company submit to the jurisdiction of the English courts. |
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Signed: /s/ Geoff MacKay Dated: 06-Oct-2021
For and on behalf of the Company
I agree to the terms and conditions set out in the above Agreement.
Signed: /s/ Essra Ridha Dated: 05-Oct-2021
SCHEDULE 1
Post-termination restrictions
In this Schedule:
“Business” means the business or businesses of the Company or any Group Company in or with which you have been involved or concerned at any time during the period of 12 months prior to the Relevant Date;
“directly or indirectly” means you acting either alone or jointly with or on behalf of or by means of any other person, firm or company whether as principal, partner, manager, employee, contractor, director, consultant, investor or otherwise (provided that you shall not be regarded as an investor in a company unless you hold an investment by way of shares or other securities of more than 5% of the total issued share capital in that company, whether or not it is listed or dealt in on a recognised stock exchange);
“Group Company” means any company which for the time being is:
| (b) | a subsidiary undertaking (as defined by the Companies Act 2006) of any such parent undertaking or of the Company; |
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“Key Personnel” means any person who is at the Relevant Date or was at any time during the period of 12 months prior to the Relevant Date employed by or engaged in the Business in an executive or senior managerial or technical capacity and with whom you had dealings other than in a minimal and non-material way at any time during the said period;
“Prospective Client” means any person, firm or company to whom or which at any time during the period of 6 months prior to the Relevant Date the Company or any Group Company was actively and directly seeking to supply goods and/or services for the purposes of the Business and with whom or which you had dealings other than in a minimal and non-material way at any time during the said period;
“Relevant Area” means anywhere in the world in which the Company or any Group Company has carried on business in which you have been involved or concerned other than in a minimal and non-material way at any time during the period of 12 months prior to the Relevant Date;
“Relevant Client” means any person, firm or company who or that at any time during the period of 12 months prior to the Relevant Date is or was a client or customer of the Company or any Group Company or was in the habit of dealing under contract with the Company or any Group Company and with whom or which you had dealings other than in a minimal and non- material way at any time during the said period;
“Relevant Date” means the earlier of the Termination Date and the date on which any period of suspension or exclusion under clause 23 begins;
“Relevant Period” means the period of 12 months from the Termination Date, reduced by any period immediately prior to the Termination Date during which you have been suspended pursuant to clause 23.
“Relevant Supplier” means any person, firm or company who or that at any time during the period of 12 months prior to the Relevant Date was a supplier of any goods or services (other
than utilities and goods or services supplied for administrative purposes) to the Company or any Group Company and with whom or which you had dealings other than in a minimal and non-material way at any time during the said period.
“Termination Date” means the date on which your employment with the Company terminates.
| 2.1 | You shall not without the prior written consent of the Board directly or indirectly at any time during the Relevant Period: |
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(ii)deal with
any Relevant Client or Prospective Client for the purposes of any business which at any time during the Relevant Period competes or will compete or seeks to compete with the Business;
| (c) | solicit or entice or endeavour to solicit or entice away from the Company or any Group Company any Key Personnel; |
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| (e) | interfere or endeavour to interfere with the continuance of supplies to the Company and/or any Group Company (or the terms relating to those supplies) by any Relevant Supplier. |
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