(c) Severance. Under certain circumstances, the Executive shall be eligible for severance compensation as set forth in, and subject to, the Codiak Biosciences, Inc. Executive Severance Plan, which is attached hereto as Exhibit C (the Severance Plan).
(d) Notice of Termination. Except for termination by reason of death, any termination of the Executives employment by the Company or any such termination by the Executive shall be communicated by written notice of termination to the other party.
(e) Automatic Resignation of Other Positions. The termination of Executives employment with the Company for any reason shall automatically be deemed a resignation by the Executive of any other position held by the Executive with the Company or any affiliate of the Company, whether as an officer, director, fiduciary or otherwise.
4. Continuing Obligations.
(a) Employee Agreement. As a condition of the Executives continued employment by the Company, the Executive must, along with this Agreement, sign and return the enclosed Employee Confidentiality, Assignment and Nonsolicitation Agreement (the Employee Agreement), which, once fully executed, shall supersede and replace the Executives Proprietary Information and Assignment Agreement with the Company dated July 22, 2015.
(a) Protected Disclosures. The Executive understands that nothing contained in this Agreement limits the Executives ability to communicate with any federal, state or local governmental agency or commission, including to provide documents or other information, without notice to the Company. The Executive also understands that nothing in this Agreement limits the Executives ability to share compensation information concerning the Executive or others, except that this does not permit the Executive to disclose compensation information concerning others that the Executive obtains because the Executives job responsibilities require or allow access to such information.
(b) Defend Trade Secrets Act of 2016. The Executive understands that pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(b) Litigation and Regulatory Cooperation. During and after the Executives employment with the Company, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or that may be brought in the future against or on behalf of the Company that relate to events or occurrences that transpired while the Executive was employed by the Company. Executives full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executives employment with the Company, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state, or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company.
Codiak BioSciences, Inc. 35 Cambridge Park Drive, Suite 500, Cambridge, MA 02140