This Transition Agreement (the Agreement) is made as of September 25, 2020 (the Agreement Effective Date) by and between Karyopharm Therapeutics Inc. (the Company) and Christopher B. Primiano (Executive) (together, the Parties). Capitalized terms used but not defined herein have the meanings set forth in the 2014 Offer Letter by and between Executive and the Company, as most recently amended on August 31, 2020 (the Offer Letter).
WHEREAS, Executive currently serves as Executive Vice President, Chief Business Officer, General Counsel and Secretary of the Company;
WHEREAS, Executive has notified the Company of his desire to transition from employment with the Company, and the Parties mutually have agreed to establish terms for Executives transition; and
WHEREAS, the Parties agree that the payments, benefits and rights set forth in this Agreement shall be the exclusive payments, benefits and rights due Executive in connection with his transition from the Company;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Resignation Date; Employment Transition Period
(a) Executives effective date of resignation from employment with the Company will be the earlier of (i) March 19, 2021 and (ii) the fifth (5th) business day following the date the Company receives approval in writing from the U.S. Food and Drug Administration for the Companys supplemental new drug application for XPOVIO based on the Phase 3 BOSTON study (as applicable, the Resignation Date). Executive hereby resigns, as of the Resignation Date, from any and all positions as an employee and officer of the Company and all applicable subsidiaries of the Company. Notwithstanding the foregoing, the Company retains the right to terminate Executives employment and remove Executive from any and all positions as an officer of the Company prior to the Resignation Date with or without Cause, as further described below.
If, between the Agreement Effective Date and the Resignation Date, the Company terminates Executives employment without Cause, the Company agrees to provide Executive with either thirty days written notice of such termination or payment in lieu of all or part thereof. Additionally, upon such termination without Cause, or upon a resignation for Good Reason, Executive will be eligible to receive the consideration set forth in Sections 2, 3 and 4 herein, subject to such requirements as set forth therein. Additionally, although nothing in this Agreement prohibits Executive from resigning from employment prior to the Resignation Date (with or without Good Reason), Executive acknowledges that, unless otherwise agreed to in writing by the Company, he will not be eligible to participate in the Post-Employment Transition Arrangement set forth in Section 4 if, prior to the Resignation Date, he resigns from the Company other than for Good Reason.