Exhibit 10.39
January 5, 2022
Re: Separation and Release Agreement
Dear Sarah,
This letter (this “Agreement”) describes our agreement regarding the separation of your employment with Calyxt, Inc. (the “Company”) effective January 5, 2022, and specifies the terms of the release you are obligated to provide in order to receive the severance and other benefits described in the Calyxt, Inc. 2021 Executive Severance Plan (“Executive Plan”).
Payment of your Severance Pay will commence with the Company’s first regularly scheduled payroll following the date of expiration of any right you have to rescind or revoke the properly executed, delivered, and accepted Release. Severance Pay is subject to taxes withholding.
Calyxt, Inc., 2800 Mount Ridge Road, Roseville, MN 55113, USA, Phone +1 (651) 683-2807, contact@calyxt.com, www.calyxt.com
By signing this Agreement, you acknowledge that you have read this Agreement and the Release. By signing, you also acknowledge and agree that you have entered into this Agreement knowingly and voluntarily and knew that you could consult with any attorney regarding this Agreement.
If you agree to the terms and conditions of this Agreement, please sign and return the signed Agreement and signed Release to me, keeping a copy for yourself.
Sincerely,
Calyxt, Inc.
/s/ Michael A. Carr
Michael A. Carr
President and Chief Executive Officer
2
Calyxt, Inc., 2800 Mount Ridge Road, Roseville, MN 55113, USA, Phone +1 (651) 683-2807, contact@calyxt.com, www.calyxt.com
I, Sarah Reiter, have read and understand and agree to the terms and conditions set forth above and have signed this Agreement voluntarily and with full knowledge and understanding of its meaning.
Dated the 19th day of January, 2022
/s/ Sarah Reiter
Sarah Reiter
3
Calyxt, Inc., 2800 Mount Ridge Road, Roseville, MN 55113, USA, Phone +1 (651) 683-2807, contact@calyxt.com, www.calyxt.com
EXHIBIT A
RELEASE BY SARAH REITER
In consideration of the Benefits (as defined below) provided and to be provided to me by Calyxt, Inc. (referred to herein as the “Company” or “Calyxt”) pursuant to the Calyxt, Inc. 2021 Executive Severance Plan (the “Plan”) and in connection with the termination of my employment, I agree to the following general release (the “Release”):
Waiver of California Civil Code Section 1542: I understand that I may later discover claims or facts that may be different than, or in addition to, those which I now know or believe to exist with regard to the subject matter of this Agreement, and which, if known at the time of signing this Agreement, may have materially affected this Agreement or my decision to enter into it. Nevertheless, I hereby waive any right or claim that might arise as a result of such different or additional claims or facts. I have been made aware of, and understand the provisions of California Civil Code Section 1542 and hereby expressly waive any and all rights, benefits and protections of the statute, which provides:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
This Release does not extend to, and has no effect upon, any benefits that have accrued or equity that has vested or is eligible for vesting post-employment, under any employee benefit or equity plan, program, policy or grant sponsored or maintained by the Company, or to my right to indemnification and reimbursement of expenses by the Company, and coverage under the Company’s director’s and officer’s insurance policy.
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A-2
I understand that pursuant to the Plan, the offer of the Benefits and the Release shall expire on the thirty-first (31st) calendar day after my employment termination date if I have not accepted it by that time (unless the Company notifies me in writing that the offer will expire on a later date pursuant to Section 6.2 of the Plan).
I acknowledge that I have a right to revoke this Release within seven (7) calendar days of signing this Release to reinstate federal claims under the Age Discrimination in Employment Act. I also acknowledge that I have the right to rescind my waiver of claims under the Minnesota Human Rights Act within fifteen (15) calendar days of signing this Release. In order to be effective, the revocation or rescission must be in writing and delivered to Calyxt, Inc., Attn: General Counsel, 2800 Mount Ridge Road, Roseville, MN 55113 by hand or by certified mail return receipt requested within the required period.
This Release will become effective upon the expiration of the 15 calendar day period (the “Effective Date”) without revocation or rescission of this Release. I understand that if I exercise my right to revoke or rescind as provided above, this Release will be canceled and I will not receive the Benefits. I understand that the Benefits will become available to me only after the Effective Date in accordance with the terms of the Plan.
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Employee’s Acceptance of Release
Before signing my name to this Release, I state the following: I have read this Release, I understand it and I know that I am giving up important rights. I have obtained sufficient information to intelligently exercise my own judgment. I have been advised that I should consult with an attorney before signing it, and I have signed the release knowingly and voluntarily.
Executed this 19 day of January 2022.
/s/ Sarah Reiter
Your Signature
Sarah Reiter
Your Name (Please Print)
Accepted and Agreed:
Calyxt, Inc.
By: Michael A. Carr
Its: CEO
Date: __January 20, 2022
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SCHEDULE A
Grant Type | Grant Date | Strike Price | Total | Unvested | Vested |
Options (ISO) | 11/17/2020 | $3.42 | 75,000 | 50,000 | 25,000 |
Options (NQ) | 3/12/2021 | $8.05 | 5,730 | 2,865 | 2,865* |
Options (ISO) | 3/12/2021 | $8.05 | 8,270 | 4,135 | 4,135* |
Options (NQ) | 6/8/2021 | $4.54 | 11,048 | 11,048 | 0 |
Options (ISO) | 6/8/2021 | $4.54 | 5,525 | 5,525 | 0 |
RSUs | 3/12/2021 | N/A | 9,500 | 4,750 | 4,750* |
RSUs | 6/8/2021 | N/A | 11,601 | 11,601 | 0 |
* The vested portion of the equity awards with a Date of Grant of March 12, 2021 are vesting pursuant to the accelerated vesting provision in connection with a Qualifying Termination as set forth in the applicable Option Agreement and RSU Agreement.