Separation Agreement between the Registrant and Ajim Tamboli, effective as of August 8, 2023
Exhibit 10.1
August 9, 2023
PERSONAL AND CONFIDENTIAL
Ajim Tamboli, CFA
Re: Separation Agreement
Dear Ajim:
This letter will confirm your resignation from Monte Rosa Therapeutics, Inc. (the “Company”) effective August 8, 2023 (the “Separation Date”). This letter also sets forth the terms of a separation agreement between you and the Company (the “Agreement”) that would provide you with severance pay and other benefits if you enter into, do not revoke, and comply with the Agreement.
In the interest of clarity, the following terms and conditions shall apply regardless of whether you elect to accept or reject the Agreement further below:
governing the terms of such equity awards (collectively, the “Equity Documents”). As of the Separation Date, you have options to purchase 743,328 shares of the Company’s common stock, of which 375,476 are vested and 367,852 are unvested, which such unvested options terminated as of the Separation Date in accordance with the Equity Documents.
restrictive covenants agreement that you entered into with the Company or any other policies and agreements with continuing obligations (collectively, the “Continuing Obligations”) will survive in accordance with their terms.
In addition to the above described non-contingent terms, if you enter into and comply with the below Agreement, you will be entitled to the severance pay and other benefits described in Section 2. The remainder of this letter sets forth the Agreement.
With those understandings, you and the Company agree as follows:
Your employment with the Company will end on the Separation Date. Pursuant to Section 4(d) of the Employment Agreement, you will be deemed to have resigned from all officer and board member positions that you hold with the Company or any of its respective subsidiaries and affiliates effective
on the Separation Date. You agree to execute any documents in reasonable form as may be requested to confirm or effectuate any such resignations.
If you enter into, do not revoke, and comply with this Agreement, then the Company will provide you with the below payments and benefits.
payments pursuant to the Restrictive Covenants Agreement (defined below), the Severance Pay received in any calendar year will be reduced by the amount you are paid in the same such calendar year pursuant to the Restrictive Covenants Agreement. Severance Pay shall be subject to tax-related deductions and withholdings.
group health plan provider or the COBRA provider a monthly payment equal to the monthly COBRA premium to continue coverage under the Company’s group healthcare plan until the earlier of (i) twelve (12) months from the Effective Date, (B) the date that you become eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of your health continuation rights under COBRA; provided, however, that if the
Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to you for the time period specified above. Such payments to you shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates.
Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Separation Date and the Accelerated Vesting Date. With
respect to any performance-based vesting equity award, such award shall continue to be governed in all respects by the terms of the applicable equity award documents.
On the Separation Date, you agree to return to the Company all Company property, including, without limitation, computer equipment, laptops, monitors, software, keys and access cards, credit cards, files and any documents (including computerized data and any copies made of any
computerized data or software) containing information concerning the Company, its business or its
business relationships. After you return all such property, you commit to deleting and finally purging any duplicates of files or documents that may contain Company information from any non-Company computer or other device that remains your property after the Separation Date. In the event that you discover that you continue to retain any such property, you shall return it to the Company immediately.
You hereby acknowledge and reaffirm your Continuing Obligations to the Company. You further
understand and agree that you have been employed in a position of confidence and trust and have had access to information concerning the Company that the Company treats as confidential and the
disclosure of which could negatively affect the Company’s interests (“Confidential Information”). Confidential Information includes, without limitation, confidential financial information; business forecasts; inventions; improvements and other intellectual property; trade secrets; know-how;
designs, processes or formulae; confidential software; marketing or sales information or plans; customer lists; and business plans, prospects and opportunities. You agree that you shall not use or disclose any Confidential Information at any time without the written consent of the Company. This provision is meant to supplement your Continuing Obligations to the Company and in no way limits those obligations.
In consideration for, among other terms, the Severance Pay and other benefits, to which you
acknowledge you would otherwise not be entitled, you voluntarily release and forever discharge the Company, its parent, their affiliated and related entities, their respective predecessors, successors and assigns, their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants, and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature known and unknown (“Claims”) that, as of the date when you sign this Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, all Claims:
151B, and The Massachusetts Civil Rights Act);
provided, however, that this release shall not affect or waive: (a) your rights under this Agreement; (b) your rights to vested benefits under any applicable retirement and/or pension and/or deferred compensation agreements or plans; (c) your rights under applicable equity agreements or plans; and (d) your rights to defense, indemnification and/or contribution from the Company for actions taken by you in the course and scope of your employment with the Company and its parents, subsidiaries and/or affiliates.
You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney’s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you
represent that you have not assigned any Claim to any third party. You acknowledge that as of the Company’s most recent payroll payment of salary or wages to you, you were fully paid for all salary and wages then due to you, and that, except as set forth in this Agreement, you are not eligible for any further compensation from the Company.
This Agreement is intended to be effective as a general release of and bar to all Claims, including unknown Claims.
You agree not to make any disparaging, critical or detrimental statements (whether written, oral,
through social or electronic media or otherwise) concerning the Company, the Releasees or any of its or their products or services provided or to be provided. The Company agrees to instruct its officers and directors not to make any disparaging, critical or detrimental statements (whether written, oral, through social or electronic media or otherwise) about you.
Nothing contained in this Agreement or any other agreement limits your ability to file a charge or complaint with any federal, state or local governmental agency or commission, including without limitation a state division of human rights or local commission on human rights, (a “Government Agency”). ln addition, nothing contained in this Agreement limits your ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be
conducted by any Government Agency or speak with an attorney retained by you, nor does anything contained in this Agreement apply to truthful testimony in litigation. If you file any charge or
complaint with any Government Agency and if the Government Agency pursues any claim on your behalf, or if any other third party pursues any claim on your behalf, you waive any right to monetary or other individualized relief (either individually or as part of any collective or class action). In
addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law or under this Agreement or any other agreement for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an
attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or
(b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
benefits pursuant to this Agreement will not be deemed an admission of liability or wrongdoing by the Company
declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.
the Company, except the Continuing Obligations, and any other obligations specifically preserved in this Agreement.
voluntarily entered into this Agreement and that the Company advises you to consult with an attorney before signing this Agreement. You understand and acknowledge that you have been given the
opportunity to consider this Agreement for twenty-one (21) days from your receipt of this Agreement before signing it (the “Consideration Period”). To accept this Agreement, you must return a signed
original or a signed PDF copy of this Agreement so that it is received by the Company at or before the expiration of the Consideration Period. If you sign this Agreement before the end of the
Consideration Period, you acknowledge that such decision was entirely voluntary and that you had the opportunity to consider this Agreement for the entire Consideration Period. For the period of seven (7) days from the date when you sign this Agreement, you have the right to revoke this
Agreement by written notice to the Company, provided that such notice is delivered so that it is received at or before the expiration of the seven (7) day revocation period. This Agreement shall not become effective or enforceable during the revocation period. This Agreement shall become effective on the first business day following the expiration of the revocation period (the “Effective Date”).
Please indicate your agreement to the terms of this Agreement by signing and returning to the undersigned the original or a PDF copy of this letter within the time period set forth above.
Sincerely,
Monte Rosa Therapeutics, Inc.
By: | /s/ Markus Warmuth |
| August 9, 2023 |
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| Date |
You are advised to consult with an attorney before signing this Agreement. This is a legal document. Your signature will commit you to its terms. By signing below, you acknowledge that you have carefully read and fully understand all of the provisions of this Agreement and that you are
knowingly and voluntarily entering into this Agreement.
| /s/ Ajim Tamboli |
| August 9, 2023 |
| Ajim Tamboli, CFA |
| Date |