Exhibit 10.1
RETENTION AGREEMENT
This Retention Agreement (“Agreement”) is made between Gemini Therapeutics, Inc., a Delaware corporation (the “Company”), and Samuel Barone, M.D. (the “Executive”). The Company together with the Executive shall be referred to as the “Parties”. Terms with initial capitalization not otherwise defined shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).
WHEREAS, the Parties entered into an Employment Agreement dated March 24, 2021 (the “Employment Agreement”);
WHEREAS, pursuant to the Employment Agreement, the Company and the Executive each retained the right to terminate the Executive’s employment by the Company without any breach of the Employment Agreement under the circumstances set forth in Section 3 of the Employment Agreement;
WHEREAS, the Company desires to continue the Executive’s at-will employment during a retention period and to incent the Executive to remain employed with and committed to the Company during such retention period;
WHEREAS, if the Executive enters into, does not revoke and complies with this Agreement, the Executive will be eligible to receive the compensation and benefits and an extended exercise period as described in this Agreement, subject to the terms and conditions of this Agreement;
WHEREAS, the payments and benefits set forth in this Agreement are the exclusive payments and benefits to the Executive in connection with the ending of the Executive’s employment. By entering into this Agreement, the Executive acknowledges and agrees that he is not entitled to any other severance pay, benefits or equity rights including without limitation pursuant to the Employment Agreement or any severance plan, or program or arrangement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
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(i) The first milestone shall be such time when the Company and the U.S. Food and Drug Administration concur on the Company’s Phase 3 study (the “Phase 3 Study”) design; and
(ii) The second milestone shall be such time when the first patient is successfully enrolled in the Phase 3 Study.
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[Signature page follows]
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IN WITNESS WHEREOF, the Parties, intending to be legally bound, have executed this Agreement on the date(s) indicated below.
GEMINI THERAPEUTICS, INC.
By: /s/ Jason Meyenburg
Jason Meyenburg
Its: President and Chief Executive Officer
Date:_October 4, 2021_____________________
EXECUTIVE
/s/ Sam Barone
Samuel Barone, M.D.
Date:_October 4, 2021____________________
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EXHIBIT A
CERTIFICATE UPDATING RELEASE OF CLAIMS
I, Samuel Barone, M.D., hereby acknowledge and certify that I entered into a Retention Agreement with Gemini Therapeutics, Inc. (the “Company”), dated October 4, 2021 (the “Agreement”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Agreement. Pursuant to the Agreement, and provided that I have satisfied the Conditions, I am required to execute this certificate, which updates the release of claims set forth in Section 5 of the Agreement (this “Certificate”), in order to be eligible to receive or retain the Retention Bonus, the Severance Benefits, the Accelerated Vesting, if applicable, and the Extended Exercise Period. I understand that I may not sign this Certificate until on or after the Date of Termination and that I must return it to the Company within seven (7) days after the Date of Termination as set forth below.
I, therefore, agree as follows:
_______________________________ _______________________________
Samuel Barone, M.D. Date
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