Exhibit 10.16
EMPLOYMENT AGREEMENT
This Employment Agreement (“Agreement”) is made between Adicet Bio, Inc., a Delaware corporation (the “Company”), and _____________________ (the “Executive”).
WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company beginning on ______________ (the “Effective Date”) on the terms contained herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1 NTD: For the CEO.
2 NTD: For non-CEO C-Level Executives.
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the functions above, the Company retains responsibility for overseeing the Executive’s work and reviewing the Executive’s performance, among other functions.
3 NTD: For a new hire executive who commences employment at the end of a calendar year and will not be eligible for incentive compensation until the following year.
4 NTD: For a new hire executive who commences employment part-way through a calendar year and will be eligible for prorated incentive compensation in the year of hire.
5 NTD: To be modified for each executive.
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6 NTD: 12 months for CEO, 9 months for all other executives.
The amounts payable under Section 5(a) and (c), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over [__]8 months commencing 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 payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
7 NTD: 12 months for CEO, 9 months for all other executives.
8 NTD: 12 months for CEO, 9 months for all other executives.
9 NTD: The CIC Period begins 3 months prior to the CIC for CEO only.
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becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
The amounts payable under this Section 6(a), to the extent taxable, 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 payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
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“Change in Control” shall mean any of the following:
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
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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).
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10 NTD: For new hires only.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective on the Effective Date.
ADICET BIO, INC. | |
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By: |
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Name: |
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Its: |
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[EXECUTIVE] | |
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[Name] |
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