Separation and Release Agreement between Passage Bio, Inc. and Simona C. King (July 2023)
This agreement outlines the terms of Simona C. King's separation from Passage Bio, Inc. due to a reduction in force, effective July 28, 2023. In exchange for a general release of claims and a covenant not to sue, Ms. King will receive severance pay, a retention payment, partial vesting of restricted stock units and options, an extension of the stock option exercise period, and a lump sum for COBRA health coverage. The agreement also confirms her resignation from officer positions and requires the return of company property and continued confidentiality regarding proprietary information.
Exhibit 10.2
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL
July 19, 2023
VIA E-MAIL
Simona C. King
[*]
Re: Terms of Separation
Dear Simona:
This letter confirms the agreement (“Agreement”) between you and Passage Bio, Inc. (the “Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.
By signing below, you expressly acknowledge that the Separation Benefits fully satisfy any and all (i) severance obligations the Company may have to you under Section 5 of the Amended and Restated Employment Agreement that you entered into with the Company on August 23, 2021 (the “Employment Agreement”) or otherwise, and (ii) retention obligations the Company may have to you under the Retention Memo.
c. You and the Company do not intend to release claims that you may not release as a matter of law, including but not limited to claims for indemnity, or any claims for enforcement of this Agreement. To the fullest extent permitted by law, any dispute regarding the scope of this general release shall be determined by an arbitrator under the procedures set forth in the arbitration clause below.
If you agree to abide by the terms outlined in this Agreement, please sign and return it to me. I wish you the best in your future endeavors.
Sincerely,
Passage Bio, Inc.
By: /s/ Will Chou
Will Chou, MD
President and Chief Executive Officer
READ, UNDERSTOOD AND AGREED
/s/ Simona King Date: 07/19/2023
Simona C. King
EXHIBIT A
Employee Invention Assignment, Confidentiality, and Non-Competition Agreement
[*]
EXHIBIT B
OPTION AMENDMENT
[*]
Exhibit 10.2
EXHIBIT C
INFORMATION CONCERNING REDUCTION IN FORCE
PASSAGE BIO, INC.
[*]