DocuSign Envelope ID: 09DF38C8-DF3F-4CFE-A990-D755920F43B3
Exhibit 10.65
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release (the “Agreement”) by and
between Gilmore O’Neill (“Employee”) and Sarepta Therapeutics, Inc. (the “Company”), is made effective as of the date following Employee’s signature and the expiration of the seven (7) day revocation period without revocation (the “Effective Date”) with reference to the following facts:
NOW, THEREFORE, inconsideration of the agreements hereinafter set forth, and based upon the forgoing recitals, each of which are accepted as an integral part of this Agreement, the parties agree, as follows:
DocuSign Envelope ID: 09DF38C8-DF3F-4CFE-A990-D755920F43B3
dental and/or vision insurance plans (“Health Plans”) as currently elected by Employee through the Separation Date. Regardless of whether Employee executes this Agreement, the Employee’s rights to continue coverage under the Health Plans following the Separation Date shall be governed by the federal law known as COBRA (the terms regarding COBRA will be set forth in a separate written notice). Subject to Employee’s eligibility for, entitlement to, and timely election of continued coverage in Health Plans under COBRA, then during the period between December 1, 2021 and November 29, 2022 (the “COBRA Support Period”), Employee will be entitled to continued participation in Company’s Health Plans and the Company will directly pay the entire COBRA premium on the Employee’s behalf. At the end of the COBRA Support Period, the Company will no longer be obligated to pay premiums as described, and coverage under the Health Plans will be continued only to the extent required by COBRA and only to the extent that Employee timely pays the full premium amount required for COBRA continuation coverage of the Health Plans. Employee should consult the COBRA materials that will be provided under separate cover for details regarding eligibility for, and election of, COBRA continuation coverage of the Health Plans.
DocuSign Envelope ID: 09DF38C8-DF3F-4CFE-A990-D755920F43B3
Employee’s 12,000 Restricted Stock Units, which became fully vested on May 23, 2019, his rights as an option holder under the Equity Agreement, and his right to enhanced severance benefits in accordance with the Change in Control Severance Agreement, fully satisfy the Company’s obligations under Section 9(c) of the Employment Agreement.
139.12 hours) through the Separation Date; and(b) any other monies under any other form of compensation or benefit that was due to Employee in connection with his/her employment with, or separation of employment from, the Company, excluding any entitlement under this Agreement and the Equity Agreement in relation to his Equity Awards. Employee is entitled to these payments regardless of whether Employee executes this Agreement.
is entitled under Section 9(c)(I) of his Employment Agreement.
DocuSign Envelope ID: 09DF38C8-DF3F-4CFE-A990-D755920F43B3
both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation;
U.S.C. § 2000e et seq., the Americans With Disabilities Act of 1990, 42 U.S.C.
§ 12101 et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq. (“ADEA”), the Genetic Information Nondiscrimination Act of 2008, 42
U.S.C. § 2000ff et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. § 2101 et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., and the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq., all as amended; all claims arising out of the Massachusetts Fair Employment Practices Act, Mass. Gen. Laws ch. 151B, § 1 et seq., the Massachusetts Civil Rights Act, Mass. Gen. Laws ch. 12, §§ 11H and 11I, the Massachusetts Equal Rights Act, Mass. Gen. Laws. ch. 93, § 102 and Mass. Gen. Laws ch. 214, § 1C, the Massachusetts Payment of Wages Law, Mass. Gen. Laws ch. 149, § 148 et seq. (including, but not limited to, any and all claims for wages, bonuses, commissions, vacation pay or any other type of compensation), the Massachusetts Right of Privacy Law, Mass. Gen. Laws ch. 214, § 1B, the Massachusetts Parental Leave Act, Mass. Gen. Laws ch. 149, § 105D, and the Massachusetts Small Necessities Leave Act, Mass. Gen. Laws ch. 149, § 52D, and the Massachusetts Family and Medical Leave law, Mass. Gen Laws. ch. 175M, § 1 et seq., all as amended;
DocuSign Envelope ID: 09DF38C8-DF3F-4CFE-A990-D755920F43B3
in addition to anything of value to which Employee is entitled absent entering this Agreement. Employee further acknowledges that he/she has been advised by this writing that: (I) he/she should consult with an attorney prior to executing this Agreement; (ii) he/she has been given at least twenty-one (21) days within which to consider this Agreement; (iii) he/she has seven(7) days following his/her execution of this Agreement in which to revoke it; (iv) this Agreement shall not be effective until after the revocation period has expired and Employee will not receive the benefits of Sections 1(a) or 2 of this Agreement until such period has expired without revocation; and(v) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. To revoke his/her acceptance of this Agreement, Employee must contact Ryan Brown,
Senior Vice President and General Counsel, by email at RBrown@Sarepta.com
by no later than 5:00 P.M. Eastern Time on or before the seventh (7th) day following
Employee’s signature of this Agreement.
DocuSign Envelope ID: 09DF38C8-DF3F-4CFE-A990-D755920F43B3
DocuSign Envelope ID: 09DF38C8-DF3F-4CFE-A990-D755920F43B3
extent authorized by law from obtaining monetary damages in any proceeding in which Employee does so participate.
DocuSign Envelope ID: 09DF38C8-DF3F-4CFE-A990-D755920F43B3
which he/she has in his/her possession, custody or control at the Separation Date to the Company at 215 First Street, Cambridge, MA 02142 to the attention of Alison Nasisi, Vice-President, Chief People Officer. All data storage devices shall be returned without deletion, alteration or copying by Employee of Company information, data and files.
DocuSign Envelope ID: 09DF38C8-DF3F-4CFE-A990-D755920F43B3
per hour for no more than ten (10) hours per week, payable monthly in arrears, with the first payment beginning thirty (30) days after the Separation Date.
DocuSign Envelope ID: 09DF38C8-DF3F-4CFE-A990-D755920F43B3
DocuSign Envelope ID: 09DF38C8-DF3F-4CFE-A990-D755920F43B3
suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
To accept the terms of this Separation Agreement and Consulting Agreement and General Release, Employee must sign, date and return a copy to Ryan Brown, Senior Vice President and General Counsel, Sarepta Therapeutics, Inc., by email at RBrown@Sarepta.com within twenty-one (21) days.
IN WITNESS WHEREOF, the undersigned have caused this Separation Agreement and Consulting Agreement and General Release to be duly executed and delivered as of the date indicated next to their respective signatures below.
By: /s/ Dr. Gilmore O’Neill |
Name: Dr. Gilmore O’Neill |
Title: Executive Vice President, Research and Development, Chief Medical Officer |
|
By: /s/ Ryan E. Brown |
Name: Ryan E. Brown |
Title: Senior Vice President and General Counsel |