Separation Agreement and Release
This Separation Agreement and Release (Agreement) is made by and between Roger J. Pomerantz, M.D. (Executive) and Seres Therapeutics, Inc. (the Company) (collectively referred to as the Parties or individually referred to as a Party). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).
WHEREAS, the Parties have previously entered into that certain Employment Agreement, dated as of June 12, 2015, as amended by that certain First Amendment to Employment Agreement, dated February 3, 2016, and that certain Second Amendment to Employment Agreement, dated March 7, 2018, by and between the Parties (the Employment Agreement);
WHEREAS, Executives employment with the Company and its subsidiaries terminated effective January 14, 2019 (the Separation Date);
WHEREAS, in connection with Executives termination of employment, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that Executive may have against the Company and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Executives employment with or separation from the Company or its subsidiaries or affiliates but, for the avoidance of doubt, nothing herein will be deemed to release any rights or remedies in connection with Executives ownership of vested equity securities of the Company or Executives right to indemnification by the Company or any of its affiliates pursuant to contract or applicable law (collectively, the Retained Claims).
NOW, THEREFORE, in consideration of the severance payments and benefits described in Section 4 of the Employment Agreement, which, pursuant to the Employment Agreement, are conditioned on Executives execution and non-revocation of this Agreement, and in consideration of the mutual promises made herein, the Company and Executive hereby agree as follows:
1. Resignation of Employment; Continued Service on Board. Executives employment with the Company terminated effective as of the Separation Date. Effective as of the Separation Date, Executive ceased to serve as President and Chief Executive Officer of the Company and in any officer or other position with the Company or any of its subsidiaries or affiliates, except that following the Separation Date, Executive will continue to serve as Chairman of the Companys board of directors (the Board) until Executives removal or resignation from such position or from the Board or Executive fails to be reelected by the Companys stockholders. The Company expects that Executives continued service as Chairman of the Board will be considered by the Board on an annual basis for so long as Executive continues to serve on the Board. Executive will be eligible to receive compensation for such Board service in accordance with and subject to the terms of the Companys Non-Employee Director Compensation Program as in effect from time to time. Under the terms of such program as in effect on the date hereof, in respect of service as Chairman of the Board, Executive is eligible to receive $55,000 per year (which includes the $35,000 annual retainer for Board service and the $20,000 additional annual retainer for service as Chairman of the Board), payable quarterly in arrears commencing on the Separation Date, and is eligible to receive an option to purchase 15,000 shares of the Common Stock of the Company on the date of the next annual meeting of stockholders.