Exhibit 10.2
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this “Agreement”) is made, entered into by and between Renovacor, Inc., a Delaware corporation (the “Company”), and Joe Carroll (the “Executive”), dated June 17, 2022 (the “Effective Date”).
WHEREAS, the Executive possesses certain experience and expertise that qualifies him to provide the direction and leadership required by the Company;
WHEREAS, the Company desires to employ the Executive as a senior executive of the Company and the Executive wishes to accept such employment;
WHEREAS, the Executive and the Company entered into an Offer Letter dated May 11, 2021 regarding the Executive’s initial employment with the Company (the “Offer Letter”) and concurrently with the execution of the Offer Letter, the Executive executed the Company’s standard Proprietary Information and Inventions Agreement (the “Inventions Agreement”); and
WHEREAS, upon becoming effective, this Agreement supersedes and replaces the Offer Letter in its entirety, but the Inventions Agreement remains in effect in accordance with its terms.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, the Company and the Executive agree as follows:
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Notwithstanding the foregoing, no such event shall constitute “Good Reason” unless (a) Executive shall have given written notice of such events to the Company within 60 days after the initial occurrence thereof, (b) the Company shall have failed to cure the condition constituting Good Reason within 30 days following the delivery of such notice (or such longer cure period as may be agreed upon by the parties), and (c) Executive terminates employment within 30 days after expiration of such cure period. For the avoidance of doubt, the Executive shall not have the right to resign for Good Reason for any event listed above that occurs outside of a Protected Period.
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“Affiliates” means the Company and all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by management authority, equity interest or otherwise.
“Change in Control” means a “Change in Control” as defined under the Company’s 2021 Omnibus Incentive Plan as in effect from time to time.
“Confidential Information” means any and all information of the Company and its Affiliates that is not generally available to the public. Confidential Information also includes any information received by the Company or any of its Affiliates from any Person with any understanding, express or implied, that it will not be disclosed. Confidential Information does not include information that enters the public domain, other than through the Executive’s breach of his obligations under this Agreement or any other agreement between the Executive and the Company or any of its Affiliates.
“Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust or any other entity or organization, other than the Company or any of its Affiliates.
“Protected Period” means the period beginning on the date of a Change in Control and ending on the second anniversary of that date.
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[Signature page immediately follows.]
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IN WITNESS WHEREOF, this Agreement has been executed by the Company, by its duly authorized representative, and by the Executive, as of the date first above written.
THE EXECUTIVE: |
| RENOVACOR, INC. | |
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/s/ Joe Carroll |
| By: | /s/ Magdalene Cook, M.D. |
Joe Carroll |
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| Name: Magdalene Cook, M.D. |
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| Title: Chief Executive Officer |
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