TM
October 14, 2022
PERSONAL AND CONFIDENTIAL
Philippe Tinmouth
Re: Transition and Separation Agreement and General Release of Claims
Dear Phil:
This letter (this “Agreement”) confirms Pardes Biosciences, Inc. (the “Company”) receipt of your notice of resignation from the Company as of the date set forth above effective as of November 30, 2022 (the “Separation Date”). During the period between the date of this Agreement and the Separation Date (the “Transition Period”), you will continue as an employee of the Company serving in the role of Chief Business and Strategy Officer with no change in your base salary. The Company thanks you for your contributions to the Company and continued assistance during this Transition Period.
This Agreement , together with the supplemental release attached hereto Exhibit A (the “Supplemental Release”), sets forth the terms of the general release of claims between you and the Company. You acknowledge that this Agreement and the Supplemental Release becoming effective are conditions of your right to receive the Supplemental Consideration set forth in Section 2 below. You agree that such benefits set forth in Section 2, to the extent that the specified conditions have been satisfied, 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 Separation 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 remain bound by your continuing obligations to the Company (collectively, the “Continuing Obligations”) under your Proprietary Information, Inventions and Assignment Agreement dated November 22, 2021 (the “PIIA”). 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:
2173 Salk Ave., Suite 250, PMB #052, Carlsbad, CA 92008
Philippe Tinmouth
October 14, 2022
Page 2
This confirms that your employment with the Company shall terminate on the Separation Date. You further confirm that as of the Separation Date you shall be deemed to have resigned as an officer of the Company, including the position of Chief Business and Strategy Officer. After the Separation Date, 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, 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 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.
Subject to this Agreement becoming effective, your compliance with this Agreement and the Continuing Obligations and the Supplemental Release becoming effective, the Company shall provide you with the following (collectively, the “Supplemental Consideration”):
(a) Separation Pay. Continued payment of your base salary in accordance with the Company's regular payroll practices, less all relevant taxes and other withholdings, for a period of one month payable in one installment on December 30, 2022.
(b) Health Benefit. Provided that you properly and timely elect to continue your health insurance benefits under COBRA after the last day of this month in accordance with the notice provided by Anthem, the Company shall pay on your behalf your applicable COBRA premiums for up to one month or until you become eligible under another employer’s health insurance, whichever is earlier; provided, however, that if the Company determines that reimbursed or payment of COBRA premiums would violate the provisions of the Patient Protection and Affordable Care Act or the Health Care and Education Reconciliation Act of 2010, the Company will, in lieu thereof, provide you a taxable monthly payment, payable on the last day of a given month, in an amount equal to the monthly COBRA premium that you would be required to pay to continue your group health coverage in effect on the Separation Date, for one month or until you become eligible under another employer’s health insurance, whichever is earlier (the “Health Benefit”).
All payments and benefits under this Section 2 are intended to be exempt from Section 409A of the Internal Revenue Code and shall be interpreted in accordance with such intent.
You agree and acknowledge that Exhibit B 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
Philippe Tinmouth
October 14, 2022
Page 3
performance of services for the Company (collectively, the “Equity Awards”). You agree and acknowledge that (a) all unvested Equity Awards as of the Separation Date as set forth on Exhibit B shall be forfeited back to the Company immediately following the Separation Date, and (b) all Equity Awards that are vested and exercisable as of Separation Date as set forth on Exhibit B may be exercised by you for a period of up to three months from the Separation Date in accordance with the Equity Awards. Following expiration of the post-separation exercise period, the shares of common stock underlying vested and unexercised options shall be forfeited back to the Company in accordance with the applicable stock option agreement and the 2021 Stock Option and Incentive Plan.
As of the Separation Date, you agree to reaffirm each of the foregoing representations and warranties as a condition to receiving the Supplemental Consideration.
Philippe Tinmouth
October 14, 2022
Page 4
However, this general release and waiver of claims shall not affect your vested rights under the Company’s Section 401(k) plan, your vested Equity Awards or your rights under this
Philippe Tinmouth
October 14, 2022
Page 5
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.
Philippe Tinmouth
October 14, 2022
Page 6
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. You further acknowledge and agree that as of 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 7 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.
Philippe Tinmouth
October 14, 2022
Page 7
Philippe Tinmouth
October 14, 2022
Page 8
[signature page follows]
Philippe Tinmouth
October 14, 2022
Page 9
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 |
| October 14, 2022 |
|
| Thomas G. Wiggans |
| Date |
|
| Chief Executive Officer |
|
|
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/ Philippe Tinmouth |
| October 14, 2022 |
Philippe Tinmouth |
| Date |
EXHIBIT A
SUPPLEMENTAL RELEASE
I, Philippe Tinmouth, 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 5 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:
2173 Salk Ave., Suite 250, PMB #052, Carlsbad, CA 92008
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.
________________________________________
Philippe Tinmouth
________________________________________
Date
Acknowledged:
PARDES BIOSCIENCES, INC.
By: __________________________
Elizabeth H. Lacy
General Counsel
Email: [***]
Date: ________________________
EXHIBIT B
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