TM
June 2, 2023 Exhibit 10.1
Heidi Henson
Re: Retention Bonus Agreement
Dear Heidi:
Pardes Biosciences, Inc., a Delaware corporation (the “Company”) greatly appreciates your many contributions to the Company. To encourage your continued commitment, the Company is offering you the opportunity to receive a retention bonus, which is supplemental to the severance benefits available under the Company’s Executive Severance Plan (the “Severance Plan”), pursuant to the terms and conditions described in this letter agreement (the “Agreement”).
“Retention Date” means the closing date of a Strategic Transaction; provided that if a Strategic Transaction is a complete dissolution or liquidation of the Company, then the Retention Date shall mean the date that is 60 days following written instruction by the Company’s Board of Directors to management to plan for and effectuate such dissolution or liquidation.
“Strategic Transaction” means any transaction that would constitute (i) a “Sale Event” as defined in the Company’s 2021 Stock Option and Incentive Plan, or (ii) a complete dissolution or liquidation of the Company.
(a) If you remain actively employed in good standing with the Company through (and you do not provide any notice of your resignation prior to) the Retention Date, then the Company shall pay you a one-time retention bonus in the amount of $100,000, subject to applicable taxes and withholdings (the “Retention Bonus”), in a lump sum within 15 days following the Retention Date.
(b) Notwithstanding the foregoing:
(i) if your employment is terminated due to your death prior to the Retention Date and a Strategic Transaction is consummated on or prior to December 31, 2023, the Company shall pay your estate a prorated portion of the Retention Bonus within 15 days following the consummation of the Strategic Transaction, with such proration based on the number of days you were employed in good standing with the Company following the date hereof, divided by the number of days between the date hereof and the consummation of the Strategic Transaction; and
(ii) if your employment is terminated without Cause (as defined in the Severance Plan) prior to the Retention Date and a Strategic Transaction is consummated on or prior to December 31, 2023, the Company shall pay you the Retention Bonus, subject to the same terms and conditions required to receive any severance benefits you would be entitled to receive in
2173 Salk Avenue | Suite 250, PMB #052 | Carlsbad | CA 92008
Heidi Henson
6/2/2023
Page 2
connection with such termination of employment under the Severance Plan, within sixty (60) days following your satisfaction of such terms and conditions or, if later, within 15 days following the Retention Date.
(c) The Retention Bonus shall not be payable if a Strategic Transaction is not consummated.
2173 Salk Avenue | Suite 250, PMB #052 | Carlsbad | CA 92008
Heidi Henson
6/2/2023
Page 3
The Company hopes that this letter encourages your continued effective commitment to the Company.
Sincerely,
/s/ Thomas G. Wiggans
Thomas G. Wiggans
Chief Executive Officer
Pardes Biosciences, Inc.
Accepted and Agreed:
/s/ Heidi Henson
________________________
Heidi Henson
Date: June 2, 2023
2173 Salk Avenue | Suite 250, PMB #052 | Carlsbad | CA 92008