Separation Agreement, dated November 19, 2020, by and between the registrant and Rabia Gurses Ozden
VIA ELECTRONIC MAIL
November 19, 2020
Dr. Rabia Gurses Ozden
This letter agreement confirms our agreement with respect to your separation from employment with Akouos, Inc. (the “Company”). As we have discussed, provided that you timely sign and return this letter agreement, the Company will continue to employ you through a Transition Period (as defined below), pursuant to the terms and conditions set forth in this letter agreement.
Further, provided you (a) sign and return this letter agreement to me by November 30, 2020; (b) sign the Additional Release attached hereto as Attachment A in a timely manner as described therein and do not timely revoke your acceptance, and (c) comply with the terms and conditions set forth herein, the Company will provide you with the Severance Benefits set forth in paragraph 2 below.
Because both this letter agreement and the Additional Release will become binding agreements between you and the Company, you are advised to consult with an attorney before signing this letter agreement and the Additional Release and you have been given a reasonable amount of time to do so with respect to the letter agreement and at least twenty-one (21) days with respect to the Additional Release. If you sign and return the Additional Release, you may change your mind and revoke your agreement during the seven (7) day period after you signed it by notifying me in writing.
Although your receipt of the Severance Benefits is expressly conditioned on you entering into this letter agreement and the Additional Release (and not timely revoking the Additional Release), the following will apply regardless of such conditions:
|●||As of the Separation Date, all salary payments from the Company will cease and any benefits you had as of the Separation Date under Company-provided benefit plans, programs, or practices will terminate, except as required by federal or state law.|
|●||You will receive on the Separation Date payment for your final wages accrued through the Separation Date.|
|●||You will continue to be covered by the Company’s health plans through the Separation Date, after which you may, if eligible, elect to continue receiving group medical insurance at your own cost pursuant to the “COBRA” law. Please consult the COBRA materials to be provided by the Company under separate cover for details regarding these benefits.|
|●||You are obligated to keep confidential and not to use or disclose any and all non-public information concerning the Company that you acquired during the course of your employment with the Company, including any non-public information concerning the Company’s business affairs, business prospects, and financial condition, except as otherwise permitted by paragraph 9 below. Further, you remain subject to your continuing obligations to the Company as set forth in the Proprietary Information and Inventions Agreement you previously executed for the benefit of the Company, which remain in full force and effect.|
|●||You must return to the Company on the Separation Date all Company property.|
|●||You will have three (3) months following the Separation Date to exercise any stock options under the Company’s 2016 Stock Plan that were vested as of the Separation Date. After that three (3) month period, your stock options will expire and you will no longer have any rights with respect thereto.|
If you elect to timely sign and return this letter agreement and the Additional Release (and do not timely revoke the Additional Release), the following terms and conditions will also apply:
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a.Severance Pay. The Company will pay to you $283,731, less all applicable taxes and withholdings, as severance pay (an amount equivalent to 9 months of your current base salary). This severance pay will be paid as salary continuation in installments in accordance with the Company’s regular payroll practices, but in no event shall payments begin earlier than the Company’s first payroll date following expiration of the revocation period following your timely execution and return of the Additional Release.
b.COBRA Benefits. Should you timely elect and be eligible to continue receiving group health insurance pursuant to the “COBRA” law, the Company will, until the earlier of (x) the date that is 9 months following the Separation Date, and (y) the date on which you obtain alternative coverage (as applicable, the “COBRA Contribution Period”), pay 100% of the employer share of the premiums for such coverage you were receiving immediately prior to the Separation Date. All premium costs after the COBRA Continuation Period shall be paid by you on a monthly basis for as long as, and to the extent that, you remain eligible for COBRA continuation. You agree that, should you obtain alternative health insurance coverage prior to the date that is 9 months following the Separation Date, you will so inform the Company in writing within five (5) business days of obtaining such coverage.
You will not be eligible for, nor shall you have a right to receive, any payments or benefits following the Separation Date other than as set forth in this paragraph.
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If you have any questions about the matters covered in this letter agreement or the Additional Release, please call me at **.
Very truly yours,
/s/ Emmanuel Simons
President & Chief Executive Officer
I hereby agree to the terms and conditions set forth above.
/s/ Rabia Gurses Ozden
Date: November 28, 2020
Rabia Gurses Ozden
To be returned in a timely manner as set forth on the first page of this letter agreement.
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I hereby agree to the terms and conditions set forth above. I have been given at least twenty-one (21) days to consider this Additional Release and I have chosen to execute this on the date below. I intend that this Additional Release will become a binding agreement between me and the Company if I do not revoke my acceptance in seven (7) days.
/s/ Rabia Gurses Ozden
Date: January 4, 2021
Rabia Gurses Ozden
To be returned no earlier than the Separation Date, but by the later of the Separation Date or the date that is 21 days after your receipt of the letter agreement.
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