SEVERANCE WAIVER AND LETTER AGREEMENT AMENDMENT
WHEREAS, Sigilon Therapeutics, Inc. (the Company) and (the Executive) entered into a letter agreement dated for the purpose of establishing the terms and conditions of Executives employment (the Letter Agreement);
WHEREAS, pursuant to Section 1(b) of the Letter Agreement, the Executive is eligible to receive an annual bonus determined by the board of directors of the Company (the Board) in its sole discretion based on the Executives achievement of specific milestones or performance criteria established annually by the Board after consulting with the Executive;
WHEREAS, in connection with the initial public offering (the IPO) of the Companys common stock, the Company will adopt a cash incentive plan (such plan, or any successor thereto, the Bonus Plan) pursuant to which the Executive will be eligible to receive annual bonuses;
WHEREAS, pursuant to Section 2 of the Letter Agreement, the Company agreed to provide the Executive with certain severance payments and benefits upon termination of the Executives employment in certain circumstances, as set forth in the Letter Agreement;
WHEREAS, the Company subsequently adopted the Sigilon Therapeutics, Inc. Severance and Change in Control Policy, effective April 17, 2020 (the Severance Policy), pursuant to which the Executive is entitled to certain severance payments and benefits upon termination of the Executives employment in certain circumstances, as set forth in the Severance Policy;
WHEREAS, pursuant to the Severance Policy, the Executives Letter Agreement shall govern the severance payments and benefits to which the Executive is entitled upon a qualifying termination of employment unless the Executive consents in writing to waive the severance payments and benefits under the Letter Agreement and instead be subject to the Severance Policy; and
WHEREAS, the Executive desires to waive the Executives entitlement to severance payments and benefits under the Letter Agreement and be subject to the Severance Policy, for so long as such Severance Policy is in effect.
NOW, THEREFORE, in consideration of the severance payments and benefits provided pursuant to the terms of the Severance Policy and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Executive agrees as follows:
1. Notwithstanding anything to the contrary set forth in the Letter Agreement, the Executive acknowledges and agrees that, effective as of the IPO, the second sentence of Section [1(b)] of the Letter Agreement shall be amended and restated in its entirety to read as set forth below and any annual bonus amounts payable to the Executive shall be determined pursuant to the Bonus Plan.
The amount of any annual bonus will be determined by the Board (or the compensation committee thereof) in its sole discretion based on your achievement of specific milestones or
performance criteria established annually by the Board (or the compensation committee thereof).
2. The Executive acknowledges and agrees that from and after the date on which the Executive executes this Severance Waiver, the Executive shall not be entitled to any severance payments or benefits under the Letter Agreement and shall instead be subject to the Severance Policy (for so long as the Severance Policy remains in effect). The Executive expressly and irrevocably waives any right to the severance payments and benefits provided for in Section 2 of the Letter Agreement.
3. The Executive acknowledges and agrees that in no event will the Executive be entitled to a duplication of amounts or benefits under the Severance Policy and any other policy, plan, agreement or arrangement of the Company or any of its affiliates. Any severance benefits payable to the Executive under the Severance Policy will be in lieu of and not in addition to any benefits that the Company may provide under the Letter Agreement or any other severance policy or plan of the Company.
4. This Severance Waiver shall not relieve the Executive of his obligations to the Company under the Letter Agreement, or any other agreement between the Executive and the Company or any of its affiliates that includes non-competition, non-solicitation and/or confidentiality restrictions and, except as expressly provided herein, the Letter Agreement shall remain in effect in accordance with its terms.