Offer Letter, between Sigilon Therapeutics, Inc. and Glenn Reicin, dated May 8, 2019
Wednesday, May 8, 2019
On behalf of Sigilon Therapeutics (the Company), a Flagship Pioneering Company, I am delighted to make this conditional offer of employment with the Company. This offer letter (the Offer Letter) and the accompanying documents and agreements summarize and set forth important terms about your employment with the Company.
1. Starting Date, Position, and Duties.
a. Your initial position shall be Chief Financial Officer reporting to the Companys CEO, Rogerio Vivaldi. We anticipate that your employment shall start effective June 3, 2019 (the Start Date). The position of Chief Financial Officer is based in Cambridge, Massachusetts, and it is expected that you will primarily work from the Companys offices in Cambridge.
b. As a member of our team, we expect you to devote all of your professional and working time and energies to the business and affairs of the Company. Notwithstanding the forgoing, nothing contained herein shall prevent you from managing your personal investments on your own personal time, including the right to make passive investments in the securities of: (i) any entity which you do not control, directly or indirectly, and which does not compete with Company, or (ii) any publicly held entity so long as your aggregate direct and indirect interest does not exceed five percent (5%) of the issued and outstanding securities of any class of securities of such publicly held entity. You shall not engage in other non-Company related business activities (including board memberships) without Companys prior written consent. The Company hereby consents to your continued engagement as Member of Nostalgic Partners and as Member of the Board of Directors of EpicentRx, and consents to your participation on the boards of community and religious organizations, provided that such engagements do not interfere with the performance of your duties as Chief Financial Officer or constitute a conflict of interest with respect to the Company.
c. As is generally true for Company employees, you shall be employed on an at-will basis, which means that neither you nor the Company are guaranteeing this employment relationship for any specific period of time. Either of you or the Company may choose to end the employment relationship at any time, for any reason, with or without notice. The descriptions of benefits and other compensation arrangements set forth herein are meant to be summary in form and may be subject to change. Other than the terms of this Offer Letter, the Company reserves the right to alter, supplement or rescind its employment procedures, benefits or policies (other than the employment at-will policy) at any time in its sole and absolute discretion and without notice.
a. Salary. Your initial base pay shall be at a rate of $345,000 on an annualized basis, minus customary deductions for federal and state taxes and the like, paid in accordance with the Companys normal payroll practices (the Annual Salary).
b. Annual Performance Bonus. You shall be eligible to receive an annual bonus of up to 40 percent of your Annual Salary (the Annual Bonus), payable upon the achievement, as determined by the Board in its sole discretion, of specific milestones to be mutually agreed in writing. The Annual Bonus shall be paid to you no later than February 28th of the calendar year immediately following the calendar year in which it was earned. You must be employed by the Company at the time that the Annual Bonus is paid in order to be eligible for and have earned the Annual Bonus; provided, however, that if you have died or become permanently disabled in the time between the end of the calendar year and the time that the Annual Bonus is paid, such Annual Bonus will be paid to you or your estate, as applicable, at the time it is paid to other bonus recipients.
c. Equity; Stock Options. I shall ask the Board to grant you an option or other equivalent instrument (the Equity Grant) to purchase shares of common stock or equivalent equity incentive units of the Company equal to 500,000 shares (Original Option) of the fully diluted equity of the Company determined as of the Start Date, at a strike price equal to the fair market value of the Companys common stock or equivalent equity incentive units on the date of grant as determined by the Board. Any grant shall be subject to quarterly vesting, over a four- year period beginning on your first date of employment, subject to a one-year cliff (i.e., 25% of the grant shall vest on the first year anniversary of the Start Date). In all respects, these options shall be governed by the Companys equity incentive plan and applicable grant agreement then in effect.
d. Benefits. You shall be eligible to participate in the Companys benefit plans to the same extent as, and subject to the same terms, conditions and limitations applicable to, other Company employees of similar rank and tenure. Summaries of each of the Companys benefit plans are available to you. These benefits may be modified, changed or eliminated from time to time at the sole discretion of the Company, and the provision of such benefits does not change your status as an at-will employee. Where a particular benefit is subject to a formal plan (for example, medical insurance or life insurance), eligibility to participate in and receive any particular benefit is governed solely by the applicable plan document. In addition, the Company will provide you with a parking space at or in close proximity to its offices in Cambridge and will reimburse you for reasonable transportation expenses associated with traveling to and from your home in Connecticut for weekends. Each calendar year you shall be eligible to accrue four (4) weeks vacation and holidays as set forth by the Company and subject to the Companys vacation and holiday policies as in effect from time to time.
e. Expense Reimbursement. The Company shall reimburse you for all ordinary and reasonable out-of-pocket business expenses incurred in furtherance of the Companys business in accordance with the Companys policies with respect thereto as in effect from time to time. You must submit any request for reimbursement no later than ninety (90) days following the date that such business expense is incurred. All reimbursements hereunder shall be made or provided in accordance with the requirements of Section 409A (Section 409A) of the Internal Revenue Code and the rules and regulations thereunder (the Code) including, where applicable, the
requirement that: (i) any reimbursement is for expenses incurred during your lifetime (or during a shorter period of time specified in this Offer Letter); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.
3. Severance Benefit upon Termination without Cause
a. Notwithstanding the at-will nature of the parties relationship, should the Company terminate your employment without Cause (described below) then, conditioned upon: (i) your execution and non-revocation of and compliance with a separation agreement (which shall contain, among other things, a full and general release of claims to the Company and its affiliates and their respective directors, officers, agents and employees, in a form satisfactory to the Company, and a non-competition covenant that restricts certain competitive activities for a specified period of time(1/)), and (ii) your compliance with your obligations set forth in your Employee Non-Solicitation, Confidentiality and Assignment Agreement (the Confidentiality Agreement as described in Section 6 below), then the Company shall provide you with: (iii) payments equal to six (6) months of your then current base salary, payable in periodic installments over six (6) months, in accordance with the Companys normal payroll practices; and (iv) (x) if the Company is subject to the Consolidated Omnibus Budget Reconciliation Act (COBRA) or similar state law, (y) the premium subsidy described below is not illegal or discriminatory under the Code, the Patient Protection and Affordable Care Act or the Health Care and Education Reconciliation Act, and (z) if you properly elect to receive benefits under COBRA, six (6) months of your COBRA premiums at the Companys normal rate of contribution for employees for your coverage at the level in effect immediately prior to your termination.
b. For purposes of this Section 3, Cause means any one or more of the following actions: (i) your material breach of the terms of this Offer Letter, your Confidentiality Agreement, or your Non-Competition Agreement; (ii) your material dishonesty, willful misconduct, gross negligence, or reckless conduct; (iii) your commission of an act of fraud, theft, misappropriation or embezzlement; (iv) your commission of, or pleading nolo contendere to, any crime involving dishonesty or moral turpitude or any felony; or (v) your material violation of a Company policy or willful refusal to perform your assigned duties to the Company, following written notice of such violation or refusal by the Company and a period of thirty (30) days to cure the same.
(1/) In the event of a termination that does not qualify as Cause hereunder but qualifies as Cause as defined in your Non-Competition Agreement (as defined in Section 6 below), the non-competition covenant will not be contained in the separation agreement, but rather in your Non-Competition Agreement, with which you will be expected to comply. Please note that, as stated in your Non-Competition Agreement, in the event that you are eligible for garden leave or analogous payments in support of your non-competition obligations under your Non-Competition Agreement, then the Company reserves the right to offset severance payments with garden leave or analogous payments, to the extent permitted by applicable law.
c. Any severance payments paid under this Section 3 shall commence within 60 days after the date of termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the severance payments begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the date of termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
d. Should you voluntarily terminate your employment for any reason, or should your employment be terminated for Cause, then you shall not be entitled to any severance payments described herein. Nothing in this Section 3 shall alter your status as an at-will employee.
By signing this Offer Letter, you are certifying to the Company that: (a) your employment with the Company does not and shall not require you to breach any agreement entered into by you prior to employment with the Company (i.e., you have not entered into any agreements with previous employers that are in conflict with your obligations to the Company); (b) to the extent you are subject to restrictive agreements with any prior employer that may affect your employment with the Company, you have provided us with a copy of that agreement; (c) your employment with the Company does not violate any order, judgment or injunction applicable to you, and you have provided the Company with a copy of any such order, judgment, or injunction; and (d) all facts you have presented to the Company are accurate and true, including all statements made to the Company pertaining to your education, training, qualifications, licensing and prior work experience on any job application, resume or c.v., or in any interview. Please understand that the Company does not want you to disclose any confidential information belonging to a previous employer or to incorporate the proprietary information of any previous employer into the Companys proprietary information and expects that you shall abide by restrictive covenants to prior employers.
5. Required 1-9 Documentation. Your employment with the Company is conditioned on your eligibility to work in the United States. For purposes of completing the INS 1-9 form, you must provide us sufficient documentation to demonstrate your eligibility to work in the United States on or before your first day of employment.
6. Confidentiality and Other Obligations. As part of your employment with the Company, you shall be exposed to, and provided with, valuable confidential and trade secret information concerning the Company and its present and prospective clients. As a result, in order to protect the Companys legitimate business interests, you understand that your employment by the Company creates a relationship of confidence with respect to confidential and proprietary information belonging to the Company and third parties. In light of the foregoing and as a condition of your employment, you must sign and abide by: (a) the Companys standard Confidentiality Agreement, and (b) the Companys standard Noncompetition Agreement (the Non-Competition Agreement), and (c) the Companys standard Waiver of Review Period (the Waiver), copies of which are enclosed. As a Company employee, you shall be expected to abide by Company policies and procedures as may be in effect from time to time. You must sign
and return the Confidentiality Agreement, Noncompetition Agreement, and Waiver (if applicable) before beginning your employment with the Company.
7. Section 409A of the Code.
a. Notwithstanding any other provision of this Offer Letter to the contrary, if any amount (including imputed income) to be paid to you pursuant to this Offer Letter as a result of your termination of employment is deferred compensation subject to Section 409A of the Code, and if you are a Specified Employee (as defined under Section 409A of the Code) as of the date of your termination of employment hereunder, then, to the extent necessary to avoid the imposition of excise taxes or other penalties under Section 409A of the Code, the payment of benefits, if any, scheduled to be paid by the Company to you hereunder during the first 6- month period following the date of a termination of employment hereunder shall not be paid until the date which is the first business day after six (6) months have elapsed since your termination of employment for any reason other than death. Any deferred compensation payments delayed in accordance with the terms of this Section 6.a. shall be paid in a lump sum after 6-months have elapsed since your termination of employment. Any other payments shall be made according to the schedule provided for herein.
b. If any of the benefits set forth in this Offer Letter are deferred compensation under Section 409A of the Code, any termination of employment triggering payment of such benefits must constitute a separation from service under Section 409A of the Code before distribution of such benefits can commence. To the extent that the termination of your employment does not constitute a separation from service under Section 409A of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment terminates), any benefits payable under this Offer Letter that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from service under Section 409A of the Code. For purposes of clarification, this Section 6.b. shall not cause any forfeiture of benefits on your part, but shall only act as a delay until such time as a separation from service occurs.
c. It is intended that each installment of the payments and benefits provided under this Offer Letter shall be treated as a separate payment for purposes of Section 409A of the Code. Neither the Company nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.
d. This Offer Letter shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A of the Code. Any provision inconsistent with Section 409A of the Code shall be read out of the Offer Letter. For purposes of clarification, this Section 6.d. shall be a rule of construction and interpretation and nothing in this Section 6.d. shall cause a forfeiture of benefits on the part of you. You acknowledge and agree that the Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Offer Letter, including but not limited to consequences related to Section 409A of the Code.
8. General. This Offer Letter, together with the Confidentiality Agreement and the Option Agreement and any other agreements specifically referred to herein, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. The terms and provisions of this Offer Letter may be modified or amended only by written agreement executed by the parties hereto, and may be waived (or consent for the departure there from granted) only by a written document executed by the party entitled to the benefits of such terms or provisions. The Company may assign its rights and obligations hereunder to any person or entity that succeeds to all or substantially all of the Companys business. You may not assign your rights and obligations hereunder without the prior written consent of the Company and any such attempted assignment by you without the prior written consent of the Company shall be void. This Offer Letter and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the internal law of Massachusetts, without giving effect to the conflict of law principles thereof. By accepting this offer of employment, you agree that any action, demand, claim or counterclaim in connection with any aspect of your employment with the Company, or any separation of employment (whether voluntary or involuntary) from the Company, shall be brought in the courts of Massachusetts or of the United States of America for the District of Massachusetts, and shall be resolved by a judge alone, and you waive and forever renounce your right to a trial before a civil jury.
Because our employment discussions and the terms of your employment are confidential, it is understood that you shall not disclose the fact or terms of such discussions or the terms of your employment with the Company to anyone other than your immediate family and your legal or financial advisor at any time, absent prior written consent from the Company, or as permitted by law.
This offer of employment is contingent upon successful completion of a background check.
This offer shall remain open, unless sooner revoked by the Company, through May 10, 2019. Please acknowledge acceptance of this employment offer by signing and dating below. Keep one copy for your files and return one executed copy to me.
[Signature Page Follows]
Glenn, we look forward to having you on the Integral team.
Very truly yours,
/s/ Vanya Sagar
Vanya Sagar, VP, Human Resources
Accepted and Agreed to:
/s/ Glenn Reicin