Employment Agreement, dated May 23, 2018, by and between Scholar Rock, Inc. and Gregory Carven, as amended
Scholar Rock, INC.
This Employment Agreement (“Agreement”) is made as of the 23rd day of May, 2018, between Scholar Rock, Inc., a Delaware corporation (the “Company”), and Gregory Carven (the “Employee”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”).
WHEREAS, the Company and the Employee are parties to an offer letter, dated October 21, 2014 (the “Prior Agreement”); and
WHEREAS, the parties intend to replace the Prior Agreement with this Agreement, effective as of the Effective Date.
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:
“Change in Control” shall mean any of the following:
Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of Voting Securities beneficially owned by any person to 50 percent or more of the combined voting power of all of the then outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns 50 percent or more of the combined voting power of all of the then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (i).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGES FOLLOW.]
IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date and year first above written.
SCHOLAR ROCK, INC.
By:/s/ Nagesh K. Mahanthappa
Name: Nagesh K. Mahanthappa, Ph.D.
Its:President and Chief Executive Officer
By: /s/ Gregory Carven
Name: Gregory Carven
March 5, 2021
Gregory Carven, PhD
Re:First Amendment to Employment Agreement
Dear Dr. Carven:
This letter agreement (the “Amendment”) by and between yourself and Scholar Rock, Inc. (the “Company”) is intended to amend that certain Employment Agreement between you and the Company, dated May 23, 2018 (the “Agreement”). This Amendment is effective as of February 1, 2021. Capitalized terms used, but not defined herein shall have the meanings given to such terms in the Agreement.
1.Section 1(b) of the Agreement is hereby amended and restated in its entirety to read as follows:
“Position and Duties. Commencing February 1, 2021, the Employee shall serve as the Chief Scientific Officer of the Company, and shall have such duties and authorities as may from time to time be prescribed by the Chief Executive Officer of the Company (the “CEO”) or other executive designated by the CEO. The Employee shall devote his full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Employee may serve on other boards of directors, with the approval of the CEO, or engage in religious, charitable or other community activities as long as such services and activities do not materially interfere with the Employee’s performance of his duties to the Company as provided in this Agreement.”
2.Section 2(a) of the Agreement is hereby amended and restated in its entirety to read as follows:
“Base Salary. Commencing January 1, 2021, the Employee’s annual base salary shall be $412,000. The Employee’s base salary shall be reviewed annually by the Compensation Committee of the Board (the “Compensation Committee”) or the CEO. The base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices.”
3.The term “Agreement” shall be understood to refer to the Agreement and Amendment together, as appropriate.
Other than the changes noted above, all other provisions of the Agreement shall remain in full force and effect according to their respective terms, and nothing contained herein shall be deemed a waiver of any right or abrogation of any obligation otherwise existing under the Agreement.
All issues and questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to any choice of law or conflict of law rules or provisions (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts. In the event of any dispute, this Amendment is intended by the parties to be construed as a whole, to be interpreted in accordance with its fair meaning, and not to be construed strictly for or against either you or the Company or the “drafter” of all or any portion of this Amendment. This Amendment may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Please sign below to acknowledge your acceptance of the terms of this Amendment.
Very truly yours,
SCHOLAR ROCK, INC.
By: /s/ Stuart A. Kingsley
Name: Stuart Kingsley
Title: President & Chief Executive Officer
ACKNOWLEDGED AND AGREED:
/s/ Gregory Carven
Name: Gregory Carven