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Exhibit 10.1
May 15, 2023
PERSONAL AND CONFIDENTIAL
Brian P. Kearney, PharmD
Re: Separation Agreement and General Release of Claims
Dear Brian:
This letter (this “Agreement”) confirms your separation from employment with Pardes Biosciences, Inc. (the “Company”) effective as of May 15, 2023 (the “Separation Date”) as a result of a reduction in force and not for Cause (as defined in Section 2(d) of the Executive Severance Plan, copy of which is attached hereto as Exhibit A (the “Executive Severance Plan)). The Company thanks you for your contributions to the Company and wishes you well in your future endeavors. Capitalized terms used in this Agreement and not otherwise defined shall have the meaning assigned to such term in the Executive Severance Plan.
This Agreement 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 becoming effective is a condition of your right to receive the supplemental consideration set forth in Section 2 of this Agreement. You agree that such supplemental consideration is due solely from the Company.
By execution of this Agreement, you acknowledge that (i) you have received payment of your accrued salary through the Separation Date, and (ii) 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 October 13, 2020 Proprietary Information, Inventions and Assignment Agreement (the “PIIA”). Such Continuing Obligations include, without limitation, your confidentiality obligations, your obligation to return Company property, and your non-solicitation obligation.
You acknowledge that you are entering into this Agreement knowingly and voluntarily. With those understandings, you and the Company agree as follows:
Your employment with the Company terminated on the Separation Date. As of the Separation Date, you shall be deemed to have resigned as an officer of the Company, including the position of Chief Development Officer. From and after the Separation Date, except as a consultant under
2173 Salk Ave., Suite 250, PMB #052, Carlsbad, CA 92008
Brian P. Kearney, PharmD
May 15, 2023
Page 2
the Consulting Agreement (as defined in Section 9 below), you will not represent and have not represented 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 was 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 occurred, except, to the extent you were a participant in any of the Company’s medical, dental and vision health benefits immediately prior to your Separation Date, you will have the right to continue group health care coverage for such benefits after May 31, 2023 under the law known as “COBRA” which will be described in a separate written notice by Anthem.
The Supplemental Consideration will be paid in two lump sum payments (i) on or before June 2, 2023, if the Agreement’s Effective Date (as defined in Section 8(j) of this Agreement) is on or before May 26, 2023, (ii) on or before June 16, 2023, if this Agreement’s Effective Date is after May 26, 2023 and on or before June 12, 2023, or (iii) on or before July 14, 2023, if this Agreement’s Effective Date is after June 12, 2023 and on or before July 7, 2023. For avoidance of doubt, no payment shall be made or begin before the Effective Date of this Agreement.
Brian P. Kearney, PharmD
May 15, 2023
Page 3
Exhibit B to this Agreement sets forth all of your outstanding Company equity awards as of the Separation Date (collectively, the “Equity Awards”). Exhibit B provides for a summary of the treatment of your Equity Awards in connection with your cessation of services as an employee and transition to a consultant as of the Separation Date. Exhibit B is qualified in its entirety by the terms and conditions set forth in the underlying equity award agreements and the applicable Company equity plan (collectively, the “Equity Documents”). 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.
Brian P. Kearney, PharmD
May 15, 2023
Page 4
Brian P. Kearney, PharmD
May 15, 2023
Page 5
However, this general release and waiver of claims shall not affect and you do not waive, release or discharge (A) your vested rights under the Company’s Section 401(k) plan or your rights under this Agreement, (B) any rights that cannot be waived as a matter of law, such as your rights to benefits and Claims under state workers' compensation or unemployment compensation laws, (C) 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 Civil Rights Department, 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), (D) Claims for indemnity under the bylaws of the Company or your indemnification agreement with the Company, (E) any Claims for coverage under any Company D&O insurance policy, and (F) protections against retaliation under the Taxpayer First Act (26 U.S.C. § 2623(d).
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.
Brian P. Kearney, PharmD
May 15, 2023
Page 6
Subject to Section 8(b), you agree not to make any disparaging statements concerning the Company, or any of its affiliates, or its or their current or former officers, directors, shareholders, employees, agents, or vendors or any of the Company’s products or services that are disloyal, reckless, or untrue. These non-disparagement obligations shall not in any way affect your obligation to testify truthfully in any legal proceeding. This Section 6 does not in any way restrict or impede you from exercising protected rights, including rights under the National Labor Relations Act (NLRA), if any, including the right to file unlawful labor practices (ULP) charges or participate, assist, or cooperate in ULP investigations, or the federal securities laws, including the Dodd-Frank Act to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent
Brian P. Kearney, PharmD
May 15, 2023
Page 7
jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. You shall promptly provide written notice of any such order to [***].
You will be entitled to retain all Company purchased office furniture, computer and electronic equipment in your possession provided that you must allow the Company to remove all Company information from your computer, reset your computer/laptop to the manufacturers settings and remove/disconnect your access to the Company’s systems, licensed software and technology infrastructure at such time as the Company may request, but in any event not later than the termination of the Consulting Agreement. Other than as provided in the preceding sentence, you warrant and represent that you have returned all Company property, including credit cards, electronically stored documents or files, physical files, and any other Company property in your possession. You further acknowledge and agree that you no longer have access to and do not claim ownership of any of the Company's cloud storage or social media accounts.
Brian P. Kearney, PharmD
May 15, 2023
Page 8
Brian P. Kearney, PharmD
May 15, 2023
Page 9
[signature page follows]
Brian P. Kearney, PharmD
May 15, 2023
Page 10
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/ Elizabeth H. Lacy |
| 5/15/2023 |
|
| Elizabeth H. Lacy |
| Date |
|
| General Counsel and Corporate Secretary |
|
|
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/ Brian P. Kearney, PharmD |
| 5/15/2023 |
Brian P. Kearney, PharmD |
| Date |
EXHIBIT A
EXECUTIVE SEVERANCE PLAN
[***]
Document has been separately filed as Exhibit 10.13 on the Company’s Current Report on Form 8-K Filed on December 30, 2021
EXHIBIT B
EQUITY AWARD SUMMARY
Options
Restricted Stock
EXHIBIT C
INFORMATION CONCERNING REDUCTION IN FORCE
[***]
EXHIBIT D
STOCK POWER
[***]
EXHIBIT E
CONSULTING AGREEMENT
[***]
Document has been separately filed as an exhibit to this Current Report on Form 8-K.