Exhibit 10.1
May 11, 2022
Christopher Slapak, M.D.
Via DocuSign/Email
Re: Separation Agreement
Dear Christopher:
This letter sets forth the substance of the separation agreement (hereinafter, “Agreement”) that Vor Biopharma Inc. (hereinafter, the “Company”) is offering to you to aid in your employment transition and retirement from the Company.
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To the extent Internal Revenue Code Section 409A (“Section 409A”) applies to the consideration for this Agreement, both you and the Company intend this Agreement to comply with Section 409A and its exceptions. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. You acknowledge and agree that the Company does not guarantee or make any representation whatsoever regarding the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including, without limitation, consequences related to Section 409A, and that you will consult with your financial advisor regarding the tax consequences of the Severance Benefits and your obligations with respect to same. In the event any payments are deemed by the Internal Revenue Service to be non-compliant, this Agreement, at your option, shall be modified to the extent practicable, so as to make it compliant by altering payments, or the timing of their receipt, provided that no such modification shall in any way increase the Company’s obligations under this Agreement.
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You expressly release any and all claims, whether known or unknown, arising under any state or federal statute regarding the payment of wages and other compensation, including but not limited to the Massachusetts Payment of Wages Act and the Massachusetts minimum wage and overtime laws.
Notwithstanding the foregoing general release, other than events expressly contemplated by this Agreement you do not waive or release rights or Claims that may arise from events that occur after the date this waiver is executed or your right to enforce this Agreement. Also excluded from this Agreement are any Claims which cannot be waived by law, including, without limitation, any rights you may have under applicable workers’ compensation laws and your right, if applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency. Nothing in this Agreement shall prevent you from filing, cooperating with, or participating in any proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal government agency, or similar state or local agency (“Government Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. You further understand this Agreement does not limit your ability to voluntarily communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, you are otherwise waiving, to the fullest extent permitted by law, any and all rights you may have to individual relief based on any Claims that you have released and any rights you have waived by signing this Agreement. If any Claim is not subject to release, to the greatest extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which the Company is a party. This Agreement does not abrogate your existing rights under any Company benefit plan or any plan or agreement related to equity ownership in the Company; however, it does waive, release and forever discharge Claims existing as of the date you execute this Agreement pursuant to any such plan or agreement.
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If this Agreement is acceptable to you, please sign below and return the original to me on or after your Separation Date, but no later than the date that is twenty-one (21) days after you receive this Agreement. This offer will expire if we have not received your executed copy by that date.
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I wish you good luck in your future endeavors.
Sincerely,
Vor Biopharma Inc.
/s/ Robert Ang
Robert Ang, Chief Executive Officer
Attachments:
Exhibit A – Employee Confidentiality, Assignment, and Non-Solicitation Agreement
Agreed to and accepted this 11th day of May 2022:
/s/ Christopher Slapak
Signature
Christopher Slapak
Print Name
CONSIDERATION PERIOD
I, Christopher Slapak, M.D., understand that I have the right to take at least 21 days to consider whether to sign this Agreement, which I received on May 11, 2022. If I elect to sign this Agreement before 21 days have passed, I understand I am to sign and date below this paragraph to confirm that I knowingly and voluntarily agree to waive the 21-day consideration period.
Agreed
/s/ Christopher Slapak
Signature
5/11/2022
Date
Exhibit A
Employee Confidentiality, Assignment and Non-Solicitation Agreement
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EXHIBIT A
Prior Inventions
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