Employment agreement with Stephen Hurly
Exhibit 10.11
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Second Amended and Restated Employment Agreement (the “Agreement”) is entered into effective March 27, 2025 (the “Effective Date”), by and between Stephen Hurly (the “Executive”) and LAVA Therapeutics N.V. (the “Company”) and amends, restates, and supersedes in its entirety the Amended and Restated Employment Agreement between the Company and Executive that went into effect in March of 2021 (the “Prior Agreement”).
The Company desires to continue employ the Executive and, in connection therewith, to compensate the Executive for Executive’s personal services to the Company; and
Executive wishes to continue to be employed by the Company and provide personal services and certain covenants to the Company in return for certain compensation and benefits.
This Agreement supersedes any and all prior and contemporaneous oral or written employment agreements or arrangements between Executive and the Company or any predecessor thereof.
Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:
1. | Employment by the Company. |
2. | Compensation. |
In the event of a Change in Control (as defined in Section 6.1(h) below), 100% of the then unvested portion of the Prior Awards shall vest immediately prior to the effective time of such Change in Control. To the extent that equity awards other than the Prior Awards are continued, assumed or substituted for by the Company or the acquirer in such Change in Control, the remaining unvested portion of such awards (or awards into which they are converted) will continue vesting in accordance with the terms and conditions of the Plan and Executive’s grant agreement, subject to Executive’s continuous performance of services to the Company (or the acquirer or its affiliates) through the applicable vesting date, and subject to the terms of the agreement evidencing such Change in Control. For the avoidance of doubt, the “single trigger” vesting acceleration rights set forth in the first sentence of this Section 2.3 shall only apply to the Prior Awards and not future equity awards granted to Executive after the Effective Date.
3. | Confidential Information, Inventions, Non-Competition and Non- |
Solicitation Obligations. As a condition of continued employment, Executive agrees to continue to comply with the previously executed Employee Confidential Information, Inventions, Non-Solicitation and Non- Competition Agreement attached as Exhibit A (“Confidential Information Agreement”), which may be amended by the parties from time to time without regard to this Agreement. The Confidential Information Agreement contains provisions that are intended by the parties to survive and do survive termination of this Agreement.
longer be revoked is referred to as the “Release Effective Date”); (ii) if Executive holds any other positions with the Company, or any Affiliate, including a position on the Board, he resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with his post-termination obligations under this Agreement and the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including, without limitation, any non- disparagement, confidentiality and cooperation provisions contained in the Release. To the extent that any of the Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of the Severance Benefits will not be made or begin until the later calendar year.
(e) | The Severance Benefits provided to Executive pursuant to this Section |
6.1 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy or program.
his covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) the termination of the Change in Control Severance Period; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the Change in Control COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, for the remainder of the Change in Control COBRA Payment Period. Nothing in this Agreement shall deprive Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company.
6.3 | Termination by the Company for Cause. |
company; (iii) willful, sustained, or repeated failure to substantially perform the duties or obligations of Executive’s position (other than due to illness or injury); (iv) a violation of applicable securities law; (v) any conduct which constitutes a felony under applicable law or the conviction of a felony or any crime involving moral turpitude, including a plea of nolo contendere; (vi) a material breach of any of the Company’s written policies related to conduct or ethics; or (vii) a material breach of this Agreement or of any confidential information agreement between Executive and the Company.
If Executive cures to the Company’s satisfaction any Cause Condition during the applicable Cause Cure Period, Cause shall be deemed not to have occurred. If the Company is not required to provide a Cause Cure Period, the Cause Process will be satisfied if the Company notifies Executive in writing of the occurrence of the Cause Condition and terminates Executive’s employment within thirty (30) days of such notice. Executive is eligible for no more than two “cure” opportunities during his employment.
6.4 | Resignation by Executive (other than for Good Reason). |
6.5 | Termination by Virtue of Death or Disability of Executive. |
“Disability” shall mean termination because Executive is unable due to a physical or mental condition to perform the essential functions of Executive’s position with or without reasonable accommodation for six (6) months in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event Executive’s employment is terminated based on Executive’s Disability, Executive will not receive the Severance Benefits, Change in Control Severance Benefits, or any other severance compensation or benefit, except that, pursuant to the Company’s standard payroll policies, the Company shall provide to Executive the Accrued Obligations.
6.7 | Notice; Effective Date of Termination. |
(ii) | immediately upon Executive’s death; |
7.1 below. In the event of a termination for Cause, written confirmation shall specify the subsection(s) of the definition of Cause relied on to support the decision to terminate.
6.9 | Excise Tax Adjustment. |
Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion 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 Executive. 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”).
7. | GENERAL PROVISIONS. |
receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the Company at its primary office location and to Executive at Executive’s address as listed on the Company payroll or to Executive’s Company-issued email address or Executive’s email address as listed in Company records, or at such other address as the Company or Executive may designate by ten (10) days’ advance written notice to the other.
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In Witness Whereof, the parties have executed this Second Amended and Restated Employment Agreement on the day and year first written above.
LAVA Therapeutics N.V.
By: /s/ Kapil Dhingra Kapil Dhingra
Chair of the Board of Directors
Executive:
/s/ Stephen Hurly
Stephen Hurly
Date: March 27, 2025
Exhibit A
EMPLOYEE CONFIDENTIAL INFORMATION, INVENTIONS, NON-SOLICITATION AND NON-COMPETITION AGREEMENT