This Employment Agreement (Agreement) is made between Adicet Therapeutics, Inc., a Delaware corporation (the Company), and Francesco Galimi (the Executive) and is contingent upon the closing (the Closing) of the transaction (the Merger) contemplated by that certain Agreement and Plan of Merger (the Merger Agreement) by and among resTORbio, Inc. (Parent), Adicet Bio, Inc. (Adicet Bio) and the other parties thereto. Subject to Section 11, except with respect to the Employee Proprietary Information and Invention Assignment Agreement between the Executive and Adicet Bio, dated September 5, 2019 (the Prior Restrictive Covenants Agreement) and the Equity Documents (as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and Adicet Bio regarding the subject matter herein, including without limitation (i) the offer letter between the Executive and Adicet Bio dated September 4, 2019, as amended by the Amendment to Offer Letter, dated April 25, 2020 (together, the Prior Agreement) except as expressly preserved herein, and (ii) any offer letter, employment agreement or severance agreement.
WHEREAS, Adicet Bio, Inc. will change its name to Adicet Therapeutics, Inc. post- Closing and Parent will change its name to Adicet Bio, Inc. post-Closing.
WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company beginning on the effective date of the Closing of the Merger (the Effective Date) on the terms contained herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
(a) Term. The term of this Agreement shall commence on the Effective Date and continue until terminated in accordance with the provisions hereof (the Term). The Executives employment with the Company shall be at will, meaning that the Executives employment may be terminated by the Company or the Executive at any time and for any reason subject to the terms of this Agreement.
(b) Position and Duties. The Executive shall serve as the Senior Vice President, Chief Medical Officer of the Company and shall have such powers and duties as may from time to time be prescribed by the Chief Executive Officer of the Company (the CEO). The Executive shall devote his full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may serve on other boards of directors, with the approval of the Governance Committee of the Board of Directors of the Parent (the Governance Committee of the Board), or engage in religious, charitable or other community activities as long as such services and activities do not interfere with the Executives performance of his duties to the Parent and the Company as provided in this Agreement.