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EXHIBIT 10.21
March 25, 2022
PERSONAL AND CONFIDENTIAL
Uri A. Lopatin, M.D.
Re: Transition and Separation Agreement and General Release of Claims
Dear Uri:
Effective March 1, 2022 (the “Transition Date”) you no longer serve as the Chief Executive Officer and President of the Company. This letter (this “Agreement”) provides notices that on July 31, 2022 (the “Separation Date”), your employment with Pardes Biosciences, Inc. (the “Company”) shall terminate without Cause (as defined in Section 1(d) of the Executive Severance Plan). During the period between the Transition Date and the Separation Date (the “Transition Period”), you will continue as an employee of the Company serving in the role of Chief Scientific and Strategic Advisor and your compensation and severance benefits remain unchanged through the Separation Date. The Company thanks you for your contributions, assistance and continued commitment to the Company during this transition period. Capitalized terms used in this Agreement and not otherwise defined shall have the meaning assigned to such term in the Executive Severance Plan, a copy of which is attached hereto as Exhibit A (the “Executive Severance Plan”).This Agreement, together with the supplemental release attached hereto Exhibit B (the “Supplemental Release”), sets forth the terms of the general release of claims between you and the Company as contemplated under the Executive Severance Plan. You acknowledge that this Agreement and the Supplemental Release becoming effective are conditions of your right to receive the separation benefits set forth in Section 2(b) of this Agreement. You agree that such separation benefits are due solely from the Company.
On the Separation Date, you shall confirm to the Company (i) that you have received payment of your accrued salary through the Separate Date, and (ii) that you have submitted for reimbursement all outstanding, approved and reasonable business expenses that you incurred on the Company’s behalf through the Separation Date. Also regardless of whether you enter into this Agreement, you will be entitled to receive the Accrued Benefits and you will remain bound by your continuing obligations to the Company (collectively, the “Continuing Obligations”) under your Confidential Information and Invention Assignment Agreement dated February 29, 2020 (the “CIIA”). Such Continuing Obligations include, without limitation, your confidentiality obligations, return of property obligations and non-solicitation obligations.
The remainder of this letter sets forth the terms of the Agreement. You acknowledge that you are entering into this Agreement knowingly and voluntarily. With those understandings, you and the Company agree as follows:
This confirms that your employment with the Company shall terminate on the Separation Date. You further confirm that as of the Transition Date you shall be deemed to have resigned as an officer of the Company, including the positions of Chief Executive Officer, President and Principal Executive Officer. After the Separation Date, except for your role as director of the Company and as a consultant under the Consulting Agreement (as defined below), you will not represent yourself as being an employee, officer, attorney, agent, or representative of the Company (or its affiliates) for any purpose. Except as otherwise set forth in this Agreement and the Executive Severance Plan, the Separation Date will be your employment termination date for all purposes, meaning you are not entitled to any further compensation, monies, or other benefits from the Company (or its affiliates), including coverage under any benefit plans or programs sponsored by the Company, as of the Separation Date. Accordingly, your right to participate in the Company’s medical, dental and vision health benefits will cease on the last day of the month in which the Separation
2173 Salk Ave., Suite 250, PMB #052, Carlsbad, CA 92008
Date occurs except you will have the right to continue group health care coverage after such date under the law known as “COBRA” which will be described in a separate written notice by Anthem.
Exhibit D to this Agreement sets forth all of your outstanding equity awards as of the date hereof that were provided or granted in connection with your performance of services for the Company (collectively, the “Equity Awards”). Exhibit D provides for a summary of the treatment of your Equity Awards in connection with your change in status from employee to consultant and non-employee director as of the Separation Date. As a condition to this Agreement becoming effective, you agree to re-execute and deliver to the Company’s Corporate Secretary the stock power in blank attached as Exhibit D.
As of the Separation Date, you agree to reaffirm each of the foregoing representations and warranties as a condition to receiving the severance benefits.
However, this general release and waiver of claims shall not affect your vested rights under the Company’s Section 401(k) plan or your rights under this Agreement, and shall not waive (A) any rights that cannot be waived as a matter of law, (B) any Claims for coverage under any D&O insurance policy, (C) any Claims for indemnification under any arrangement or agreement between you and the Company, (D) your rights to Claims under state workers' compensation or unemployment laws and your right to file an administrative charge or complaint with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the Equal Employment Opportunity Commission (the "EEOC"), the California Department of Fair Employment and Housing, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give you the right to recover any monetary damages against the Company; your release of claims herein bars you from recovering such monetary relief from the Company), and (E) protections against retaliation under the Taxpayer First Act (26 U.S.C. § 2623(d). Further, this general release does not release claims under the California Fair Employment and Housing Act, the California Labor Code or the federal Age Discrimination in Employment Act of 1967, which claims shall be released only upon your execution of the Supplemental Release.
You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney's fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you represent that you have not assigned any Claim to any third party.
You warrant and represent that as of the Separation Date you will have returned all Company property, including identification cards or badges, access codes or devices, keys, laptops, computers, telephones, mobile phones, hand-held electronic devices, credit cards, electronically stored documents or files, physical files, and any other Company property in your possession, except to the extent the Company deems retention of any of the foregoing is necessary in connection with the performance of your consulting services. You further acknowledge and agree that by the Separation Date you will no longer have access to and do not claim ownership of any of the Company's cloud storage or social media accounts.
You agree, to the fullest extent permitted by law and except as disclosed publicly by the Company, including, but not limited to in its securities filings, to keep all Agreement-Related Information completely confidential. "Agreement-Related Information" means the negotiations leading to this Agreement and the existence and terms of this Agreement. Notwithstanding the foregoing, you may disclose Agreement-Related Information to your spouse, your attorney and your financial advisors, and to them only provided that they first agree for the benefit of the Company to keep Agreement-Related Information confidential. Nothing in this Section 8 shall be construed to prevent you from disclosing Agreement-Related Information to the extent required by a lawfully issued subpoena or duly issued court order; provided that you provide the Company with advance written notice and a reasonable opportunity to contest such subpoena or court order.
[signature page follows]
Please indicate your agreement to the terms of this Agreement by signing and returning to Ms. Lacy the original or a PDF copy of this letter within the time period set forth above.
Sincerely,
PARDES BIOSCIENCES, INC.
By: |
| /s/ Thomas G. Wiggans |
| 3/27/2022 |
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| Thomas G. Wiggans |
| Date |
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| Chief Executive Officer |
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You are advised to consult with an attorney before signing this Agreement. This is a legal document. Your signature will commit you to its terms. By signing below, you acknowledge that you have carefully read and fully understand all of the provisions of this Agreement and that you are knowingly and voluntarily entering into this Agreement.
/s/ Uri A. Lopatin, M.D. |
| 3/25/2022 |
Uri A. Lopatin, M.D. |
| Date |
EXHIBIT A
EXECUTIVE SEVERANCE PLAN
[***]
Document has been separately filed as an exhibit to this Annual Report on Form 10-K.
EXHIBIT B
SUPPLEMENTAL RELEASE
I, Uri A. Lopatin, M.D., hereby acknowledge and certify that I entered into that certain transition and separation agreement and general release of claims (the “Agreement”) with Pardes Biosciences, Inc. (the “Company”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Agreement. Pursuant to the Agreement, I am required to execute this Supplemental Release, which updates and extends the release of claims set forth in Section 6 of the Agreement, in order to be eligible for certain benefits.
I understand that I may not sign this Supplemental Release until on or after the Separation Date and that I must return it to the Company within twenty-one (21) days after the Separation Date.
I, therefore, agree as follows:
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.
Being aware of said code section, I agree to expressly waive any rights I may have thereunder, as well as under any other statute or common law principles of similar effect.
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| Uri A. Lopatin, M.D. |
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| Date |
EXHIBIT C
CONSULTING AGREEMENT
[***]
Document has been separately filed as an exhibit to this Annual Report on Form 10-K.
EXHIBIT D
EQUITY AWARD SUMMARY
[***]