Amended and Restated Employment Agreement of Matthew Robinson effective June 16, 2022
Exhibit 10.21
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IMMUNOME, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO IMMUNOME, INC. IF PUBLICLY DISCLOSED.
June 23, 2022
Matt Robinson, PhD. [***]
[***]
Re:
Dear Matt:
lmmunome, Inc. Employment Offer
On behalf of Immunome, Inc. (the "Company"), I am pleased to offer you a promotion to Chief Technology Officer of the Company. The purpose of this letter agreement is to set forth the terms of your promotion should you accept the offer. Certain capitalized terms are defined in Section 11 below.
1. | Position; Duties. |
(a) | Your position will be as Chief Technology Officer of the Company, reporting to the Chief Executive Officer of the Company. You will render such services to the Company as are customary for your position as Chief Technology Officer, subject to the oversight and direction of the Chief Executive Officer. The start date of your promotion (the "Commencement Date") is June 16, 2022. |
(b) | Your employment will be based in the Company's headquarters, currently in Exton, Pennsylvania. You also recognize that your position may from time to time require travel on Company business. |
(c) | You will be a regular full-time employee of the Company and agree that, to the best of your ability and experience, you will at all times loyally and conscientiously perform all of the duties and obligations required of and from you consistent with your position and to the reasonable satisfaction of the Company. You further agree that you will devote substantially all your business time and attention to the business of the Company. You will not render business or professional services of any nature to any other person or organization, whether or not for compensation, without the prior written consent of the Chief Executive Officer in his sole discretion. You will be subject to and expected to abide by the Company's policies and procedures, as these may be changed by the Company from time to time in its sole discretion. |
2. | Base Salary. Effective on the Commencement Date, your promotion will provide you with a change of annual base salary to $300,000, prorated for any partial |
calendar year of your employment. Your salary will be paid in accordance with the Company's standard payroll policies. Your salary will be subject to periodic review at the Board's sole discretion, which currently takes place in conjunction with the Company's annual performance reviews. |
3. | Bonuses. |
(a) | Each calendar year during your employment, you will be eligible for a discretionary bonus determined as at a percentage of your annual base salary. Effective on the Commencement Date, your promotion will provide you with a target percentage of 40% of your annual base salary. For the portion of 2022 prior to the Commencement Date, any bonus would be calculated based on your pre-promotion role. Bonus payments pursuant to this Section 3 are discretionary and will be based on achievement of Company and individual performance objectives, as determined by the Chief Executive Officer and the Board of Directors of the Company (the "Board"), in its sole discretion. If based on meeting the Company and individual performance objectives it is determined that you are eligible for a bonus pursuant to this Section 3, payment would be made in a single lump sum payment no later than March 15 of the calendar year immediately following the calendar year to which the bonus relates, as long as you remain continuously employed by the Company through the date of payment. |
4. | Stock Options. |
(a) | The Board will consider stock option grants on an annual basis, but there is no obligation for the Board to make any grants. Your grant in 2022, if any, would take into account your promotion. All stock options will be subject to the terms of the Plan and a stock option agreement to be executed by you as a condition to the grant. The stock option agreement will provide that vesting is conditioned upon your continued employment with the Company at each applicable vesting date, subject to acceleration to the extent specified in Section 7. |
5. | Employee Benefits. You will continue to be eligible for paid time off as generally applicable to other employees of similar status and service in accordance with the policies established by the Company from time to time (and the treatment of any accrued paid time off upon termination of employment will be governed by these policies). You will also be eligible to participate in the Company's other employee benefit plans as they are generally made available to other employees of similar status and service. |
All paid time off insurance, retirement and other benefits are subject to the terms and conditions of the applicable plan or policy, and the Company reserves the right to change, alter or terminate at any time any plan, policy, benefit or coverage, in whole or in part, in its sole discretion.
7. | At-Will Employment. |
(a) | This letter agreement does not create a contract or promise of employment for a definite period of time. Therefore, your employment will be on an "at-will" basis, meaning it may be terminated by either the Company or you at any time, with or without cause and with or without prior notice. We do require, however, that you give 30 days' notice if you decide to terminate your employment with the Company (although the Company can elect in its sole discretion for your employment to terminate before the expiration of this 30-day period if you give such notice, and this election by the Company shall not constitute a termination without Cause for purposes of this letter agreement); you also may not resign for Good Reason if the Company has already informed you that your employment is being terminated (without limitation of any other limitations on Good Reason termination in this letter agreement). Additionally, your employment will terminate automatically upon your death or Disability. Upon termination of your employment for any reason, you will automatically be deemed to have resigned from all positions that you hold as an officer or member of the Board (or any committee thereof) of the Company or any of its affiliates and in any event you will at the Company's request execute a resignation letter to document this letter agreement. Other than as set forth in Sections 7(b) and 7(c) (if applicable), upon termination of your employment with the Company, you will not be entitled to any payments or benefits from the Company other than (i) payment of your base salary earned for services rendered through the date of termination, (ii) any unpaid expense reimbursement owed to you in accordance with the Company's policies, and (iii) any amount earned, accrued and arising from your participation in, or benefits accrued under, any Company employee benefit plan or policy, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans and policies. |
(b) | In the event that your employment hereafter is terminated by the Company without Cause (other than in the circumstances specified in Section 7(c)), then, subject to Section 7(d), the Company will continue to pay your then-applicable base salary for nine months after the date of your termination in |
accordance with the Company's standard payroll practices and periods. |
(c) | In the event that (i) a Change of Control occurs and (ii) at the time of, or within 12 months after the date of, the Change of Control your employment is terminated without Cause by the Company or the acquiring company or you resign for Good Reason then, subject to Section 7(d), the Company will (A) continue to pay your then-applicable base salary for 12 months after the date of your termination in accordance with the Company's standard payroll practices and periods; (B) accelerate any unvested portion of your then-outstanding stock options in full; (C) pay you your full bonus under Section 3 as and when the same would otherwise be payable by the Company (assuming for this purpose that all of the Company's and your individual goals were met, but subject to pro ration as described in Section 3 if termination is in calendar year 2022); and (D) provided you timely elect, and remain eligible for, continued group health plan benefits to the extent authorized by and consistent with 29 U.S.C. §1161 et seq. (commonly known as "COBRA"), reimburse you for COBRA premiums in an amount such that your net cost (after tax) for continued health insurance coverage is the same as your cost for such benefits as in effect on the date of termination. The Company would make the contribution pursuant to clause (D) of the preceding sentence on a monthly basis upon receipt of your monthly COBRA premium payment; however, this reimbursement is subject to early termination if, and on the date, you become eligible for health benefits through another employer or otherwise become ineligible for COBRA. |
(d) | You will not be eligible to receive the payments and other benefits specified in Section 7(b) or Section 7(c), as applicable, unless you (i) have returned all Company property in your possession; and (ii) have executed (and, if applicable, not revoked) a separation agreement, including a general release of all claims that you may have against the Company or persons affiliated with the Company, in the Company's standard form (the "Separation Agreement"). Any such payments would, subject to the foregoing, commence within 60 days after the date of your separation, provided you have timely executed and returned the Separation Agreement and, if a revocation period is applicable, you have not revoked the Separation Agreement; once the payments commence, they will include any unpaid amounts accrued from the termination date. In addition, and notwithstanding any other provision of this Section 7, the continuation of each of the payments and other benefits pursuant to Section 7(b) or Section 7(c), as applicable, is further conditioned on: (i) the Company being financially solvent at the time that each such payment becomes due, and the Company not being rendered insolvent by virtue of making any such payment; and (ii) your continued compliance with your post- termination obligations, including those under the Confidential Disclosure Agreement, (and, if you do not so comply, (A) the Company shall no longer be obligated to make any payments or provide any other benefits pursuant to Section 7(b) or Section 7(c), as applicable, and (B) you will be required |
immediately to reimburse any and all payments and benefits made by the Company pursuant to either such Section, in addition to any other remedies available to the Company). For purposes of this letter agreement, the Company shall be considered solvent if it is able to pay its debts as they become due. |
8. | Parachute Provisions. |
(a) | If any payment or benefit you will or may receive from the Company or otherwise (a "280G Payment") would (i) constitute a "parachute payment" within the meaning of Section 280G of the Code, and (ii) but for this Section, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then any such 280G Payment provided pursuant to this letter agreement (a "Payment") shall be equal to the Reduced Amount. The "Reduced Amount" shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)). after taking into account all applicable federal, state, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some p011ion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the "Reduction Method") that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the "Pro Rata Reduction Method"). |
(b) | Notwithstanding any provision of this Section 8 to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A (defined below) that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are "defined compensation" within the meaning of Section 409A shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A. |
(c) | Unless you and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in |
Control transaction shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity, or group effecting the Change in Control transaction, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required by this Section 8. The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to you and the Company within 15 calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by you or the Company) or such other time as requested by you or the Company. |
(a) | Any taxable reimbursement of business or other expenses, or any provision of taxable in-kind benefits to you, as specified under this letter agreement, shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in kind benefits provided in any other taxable year; (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in kind benefits shall not be subject to liquidation or exchange for another benefit. Any reimbursement of taxes, as specified under this letter agreement, shall be paid in any event not later than the end of your taxable year next following the taxable year in which you remit the applicable taxes to the appropriate taxing authority. |
(b) | The payment of any amounts otherwise payable to you on account of termination of employment under this letter agreement that constitute deferred compensation within the meaning of Section 409A and that are |
subject (among other conditions, if any) to a release of claims may be delayed at the discretion of the Company for up to 90 days following your termination of employment (without regard to when your release is delivered and becomes irrevocable (an' Effective Release") if reasonably determined by the Company to be necessary to avoid penalties under Section 409A). Regardless of any payment, however, all such amounts remain conditioned on an Effective Release such that if you fail to deliver (or revoke) your release you will forfeit and must immediately return such amounts on the Company's demand. |
10. | Additional Agreements. |
(a) | You will be subject to and required to fully comply with the Company's policies and procedures, as these may be changed from time to time, and this letter agreement is subject to those policies and procedures. |
(b) | During the term of your employment and thereafter, you shall reasonably cooperate with the Company in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by the Company (including, without limitation, your being reasonably available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company's reasonable request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the |
Company all relevant documents which are or may come into your possession, all at times and on schedules that are reasonably consistent with your other permitted activities and commitments) at reasonable times. |
(c) | All compensation and other payments to you under this letter agreement or otherwise related to your employment are subject to applicable required tax withholding and deductions. |
(d) | This offer expires at 7:00 p.m. (Philadelphia time) on June 30th, if not accepted by then. |
(g) | Notwithstanding anything to the contrary set forth herein, the Company may terminate this offer at any time prior to the Commencement Date. |
11. | Defined Terms. For purposes of this letter agreement: |
which constitutes a felony under applicable law; (iv) any material violation of any Company policy or procedure; (v) refusal to follow or implement a clear, lawful and reasonable directive of the Company; (vi) gross
negligence or incompetence in the performance of your duties after the expiration of 10 days without cure after written notice of such failure; or (vii) breach of fiduciary duty to the Company.
(b) | "Change of Control" has the meaning set forth in the Equity Incentive Plan. |
12. | Assignment. The Company may assign this letter agreement to any person or entity, including, but not limited to, any successor, parent, subsidiary or affiliated entity of the Company. The Company also may assign this letter agreement in connection with any sale, reorganization, consolidation, or merger (whether of stock or assets or otherwise) of the Company or the business of the Company. You expressly consent to the assignment of the restrictions and requirements set forth in the Confidential Disclosure Agreement to any new owner of the Company's business or purchaser of the Company. You may not assign, pledge, or encumber your interest in this letter agreement, or any part thereof, without the written consent of the Company, and any attempt do so without such consent is null and void. This letter agreement shall inure to the benefit of and be binding upon you and the Company, and each of its respective successors, executors, administrators, heirs and permitted assigns. |
13. | Counterparts. This letter agreement may be executed in one or more counterparts, both of which shall be considered one and the same agreement and shall become a binding agreement when one or more counterparts have been signed by each party and delivered to the other party. Any executed counterpart of this letter agreement may be delivered by facsimile or electronic transmission with the same effect as if delivered personally. |
(Signature page follows.)
To indicate your acceptance of this letter agreement, please sign and date this letter agreement in the spaces provided below. Again, let me indicate how pleased we all are to extend this offer and how much we look forward to working with you.
Sincerely,
By: /s/ Purnanand Sarma
Name: Purnanand Sarma, PhD
Title: President & Chief Executive Officer
Date: 6/29/2022
Signature: /s/ Matt Robinson
Matt Robinson, PhD
Date: 29 June 2022