Board (the "Compensation Committee") from time to time (the "Bonus"), with the actual amount of the Bonus, if any, determined based upon the Board or the Compensation Committee’s assessment of achievement of certain pre-determined performance goals....
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EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made as of the 24th day of July, 2017
by and between Jounce Therapeutics, Inc. (the "Company"), and Xxxx X. Xxxx (the
"Executive"). The effective date of this Agreement shall be first date of actual employment
with the Company. In the event that the Executive does not commence actual employment
with the Company, this Agreement shall become null and void and ofno further force or
effect.
1. Employment Term. The Company and the Executive desire to continue their
employment relationship, pursuant to this Agreement commencing as of the date hereof and
continuing in effect until terminated by either party in accordance with this Agreement ( the
"Term"). The Executive's employment with the Company will continue to be "at will," meaning
that the Executive's employment may be terminated by the Company or the Executive at any
time and for any reason subject to the terms of this Agreement. If the Executive's employment
with the Company is terminated for any reason during the Term, th� Company shall pay or
provide to the Executive (or to the Executive's authorized representative or estate) any earned
but unpaid base salary, unpaid expense reimbursements, accrued but unused PTO (as defined
below) and any vested benefits the Executive may have under any employee benefit plan of the
Company (the "Accrued Benefit").
2. Duties. The Executive will have such powers and duties as may from time to
time be prescribed by the executive to whom the Executive reports or the Board of Directors of
the Company (the "Board"). The Executive shall devote the Executive's full working time and
efforts to the business and affairs of the Company and will not engage in outside business
activities, including outside board work, without the prior consent of the Board or the Chief
Executive Officer of the Company. Notwithstanding the foregoing, the Executive may engage in
religious, charitable or other community activities as long as such services and activities do not
interfere with the Executive's performance of Executive's duties to the Company.
3. Compensation and Related Matters.
(a) Base Salary. During the Term, the Executive's annual base salary will be
$385,000, subject to redetermination by the Board. The annual base salary in effect at any
given time is referred to herein as "Base Salary." The Base Salary will be payable in a manner
that is consistent with the Company's usual payroll practices for senior executives.
(b) Starting Bonus. The Executive will receive a one-time starting bonus of
$50,000, subject to legally required tax withholdings. Should the Executive be terminated for
Cause or resign voluntarily within the first twelve (12) months of his employment, Executive
will be required to repay the full amount of such starting bonus, provided that Executive will
not be required to repay such starting bonus if the Executive resigns for Good Reason as set
forth in this Section 4(b)(ii).
(c) Bonus. During the Term, the Executive will be eligible to be considered
for annual cash bonus as determined by the Board or the Compensation Committee of the
Exhibit 10.8
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cures all of the applicable Cause(s) during the applicable Cause Cure Period, Cause shall
be deemed not to have occurred. If the Company is not required to provide a Cause Cure
Period, the Cause Process will be satisfied if the Company notifies the Executive in
writing of the first occurrence of the Cause within 30 days of the Board becoming aware
of such condition
and terminates the Executive’s employment within 30 days of such
notice.
(ii) Termination by the Executive for Good Reason within the Sale
Event Period. Termination by the Executive of the Executive’s employment with the
Company for Good Reason
within the Sale Event Period. For purposes of this
Agreement, "Good Reason" shall mean that the Executive has complied with the "Good
Reason Process" (hereinafter defined) following, the occurrence of any of the following
events:
(A) a demotion in title or any material diminution in the
Executive’s position, responsibilities, authority or duties;
(3)
a material diminution in the Executive’s base salary; or
(C) a thirty (30) mile change in the geographic location at
which the Executive is required to provides services to the Company, not including
business travel and short-term assignments.
"Good Reason Process" shall mean that (i) the Executive reasonably determines in good
faith that a "Good Reason" condition has occurred; (ii) the Executive notifies the Company in
writing of the first occurrence of the Good Reason condition within 60 days of the first
occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s
efforts, for a period not less than 30 days following such notice (the "Cure Period"), to remedy
the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist;
and (v) the Executive terminates Executive’s employment within 60 days after the end of the
Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good
Reason shall be deemed not to have occurred.
A Terminating Event shall not be deemed to have occurred pursuant to this Section 4(b)
as a result of: (i) the ending of the Executive’s employment due to the Executive’s death or
Disability, (ii) Executive’s resignation for any reason, other than for Good Reason within the
Sale Event Period, (iii) the Company’s termination of the employment relationship for Cause; or
(iv) solely as a result of the Executive being or becoming an employee of any direct or indirect
successor to the business or assets of the Company rather than continuing as an employee of the
Company following a Sale Event. For purposes hereof, the Executive will be considered
"Disabled" if, as a result of the Executive’s incapacity due to physical or mental illness, the
Executive shall have been absent from Executive’s duties to the Company on a full-time basis
for 180 calendar days in the aggregate in any 12-month period.
5. Severance and Accelerated Vesting if a Terminating Event Occurs within the
Sale Event Period. In the event a Terminating Event occurs within the Sale Event Period,
subject to the Executive signing and complying with a separation agreement in a form and
4
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manner satisfactory to the Company containing, among other provisions, a general release of
claims in favor of the Company and related persons and entities, confidentiality, return of
property and non-disparagement and reaffirmation of the Restrictive Covenants (the "Separation
Agreement and Release") and the Separation Agreement and Release becoming irrevocable, all
within 60 days after the Date of Termination, the following shall occur:
(a) the Company shall pay to the Executive an amount equal to the sum of
(i) twelve months of the Executive’s Base Salary in effect immediately prior to the
Terminating Event (or the Executive’s Base Salary in effect immediately prior to the Sale
Event, if higher); and (ii) a Bonus for the year during which the Date of Termination occurs,
calculated by multiplying the Executive’s Target Bonus Percentage by twelve months of the
Executive’s Base Salary.
(b) if the Executive was participating in the Company’s group health plan
immediately prior to the Date of Termination and elects COBRA health continuation, then the
Company shall pay to the Executive a lump sum cash payment in an amount equal to the
monthly employer contribution that the Company would have made to provide health
insurance to the Executive if the Executive had remained employed by the Company for twelve
months after the Date of Termination; and
(c) all stock options and other stock-based awards held by the Executive with
time-based vesting shall immediately accelerate and become fully exercisable or nonforfeitable
as of the Date of Termination.
The amounts payable under Section 5(a) and (b), as applicable, shall be paid out in a lump sum
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 amounts shall be paid in the second
calendar year no later than the last day of the 60-day period.
6. Severance if a Terminating Event Occurs Outside the Sale Event Period. In
the event a Terminating Event occurs at any time other than during the Sale Event Period,
subject to the Executive signing the Separation Agreement and Release and the Separation
Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination,
the following shall occur:
(a) the Company shall pay to the Executive an amount equal to nine months
of the Executive’s annual Base Salary in effect immediately prior to the Terminating Event;
(b) if the Executive was participating in the Company’s group health plan
immediately prior to the Date of Termination and elects COBRA health continuation, then the
Company shall pay to the Executive a monthly cash payment for nine months or the
Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to
the monthly employer contribution that the Company would have made to provide health
insurance to the Executive if the Executive had remained employed by the Company.
The amounts payable under Section 6(a) and (b), as applicable, shall be paid out in substantially
equal installments in accordance with the Company’s payroll practice over nine months
commencing within 60 days after the Date of Termination; provided, however, that if the 60-day
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13. Consent to Jurisdiction. The parties hereby consent to the jurisdiction of the
state and federal court in the Commonwealth of Massachusetts. Accordingly, with respect to any
such court action, the Executive (a) submits to the personal jurisdiction of such courts; (b)
consents to service of process; and (c) waives any other requirement (whether imposed by
statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.
14. Integration. This Agreement constitutes the entire agreement
between the parties
with respect to compensation,
severance pay, benefits and accelerated vesting and supersedes in
all respects all prior agreements between the parties concerning such subject matter, including
without limitation any offer letter or employment agreement relating to the Executive’s
employment relationship
with the Company. Provided, and notwithstanding the foregoing, the
Restrictive Covenants and any other agreement relating to confidentiality, noncompetition,
nonsolicitation or assignment of inventions shall not be superseded by this Agreement and the
Executive acknowledges and agrees that any such agreement shall
remain in full force and effect.
15. Successor to the Executive. This Agreement shall inure to the benefit of and be
enforceable by the Executive’s personal representatives,
executors, administrators, heirs,
distributees, devisees and legatees. In the event of the Executive’s death after a Terminating
Event but prior to the completion by the Company of all payments due the Executive under this
Agreement,
the Company shall continue
such payments to the Executive’s beneficiary
designated in writing to the Company prior to Executive’s death (or to Executive’s estate, if the
Executive fails to make such designation).
16. Enforceability. If any portion or provision of this Agreement (including, without
limitation, any portion or provision of any Section of this Agreement) shall to any extent be
declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this
Agreement, or the application of such portion or provision in circumstances other than those as
to which it is so declared illegal or unenforceable, shall not
be affected thereby, and each portion
and provision of this Agreement
shall be valid and enforceable to the fullest extent permitted by
law.
17. Waiver. No waiver of any provision hereof shall be effective unless made in
writing and signed by the
waiving party. The failure of any party to require the performance of
any term or obligation of this Agreement, or the waiver by any party of any breach of this
Agreement, shall not prevent any subsequent enforcement of such term or obligation or be
deemed a waiver of any subsequent breach.
18. Notices. Any notices, requests, demands and other communications provided for
by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally
recognized overnight xxxxxxx service of by
registered or certified mail, postage prepaid, return
receipt requested, to the Executive at the last address the Executive has filed in writing with the
Company, or to the Company at its main office, attention of the Board.
19. Amendment. This Agreement may
be amended or modified only by a written
instrument
signed by the Executive and by a duly authorized representative of the Company.
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20. Effect on Other Plans and Agreements. An election by the Executive to resign
for Good Reason
during a Sale Event Period under the provisions of this Agreement shall not be
deemed a voluntary termination of employment by the Executive for the purpose of interpreting
the provisions of any of the Company’s benefit plans, programs or policies. Nothing in this
Agreement shall be construed to limit the rights of the Executive under the Company’s benefit
plans, programs or policies except as otherwise provided in Section 7 hereof, and except that the
Executive shall have no rights to any severance benefits under any Company severance pay plan,
offer letter or otherwise. In the event that the Executive is party to an agreement
with the
Company providing for payments or benefits under such agreement and this Agreement, the
terms of this Agreement shall govern and Executive may receive payment under this Agreement
only and not both. Further, Section 5 and Section 6 of this Agreement are mutually exclusive
and in no event shall Executive be entitled to payments or benefits pursuant to Section 5 and
Section 6 of this Agreement.
21. Governing Law. This is a Massachusetts contract and shall be construed under
and be governed in all respects by the laws of the Commonwealth of Massachusetts, without
giving effect to the conflict of laws principles.
22. Successor to Company. The Company shall require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of
the business or assets of the Company expressly to assume and agree to perform this Agreement
to the same extent that the Company would be required to perform it if no succession had taken
place. Failure of the Company to obtain an assumption of this Agreement at or prior to the
effectiveness of any succession shall be a material breach of this Agreement.
23. Gender Neutral. Wherever used herein, a pronoun in the masculine or feminine
gender shall be considered as including the opposite gender unless the context clearly indicates
otherwise.
24. Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be taken to be an original; but such
counterparts shall together
constitute one and the same document.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective on this
date and year first written.
JOUNCE THERAPEUTICS, INC.
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: President & Chief Executive Officer
EXECUTIVE:
/s/ Xxxx X. Xxxx
Xxxx X. Xxxx
Chief Business Officer
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EXHIBIT A
Employee Non-Competition, Non-Solicitation, Confidentiality
and Assignment Agreement dated July 21, 2017
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JOUNCE THERAPEUTICS, INC.
Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement
In consideration and as a condition of my employment or continued employment by Jounce Therapeutics, Inc., a Delaware
corporation (the “Company”), I agree as follows:
1. Proprietary Information. I agree that all
information, whether or not in writing, concerning the
Company’s business, technology, business relationships or
financial affairs which the Company has not released to the
general public (collectively, “Proprietary Information”) is
and will be the exclusive property of the Company. By
way of illustration, Proprietary Information may include
information or material which has not been made generally
available to the public, such as: (a) corporate information,
including plans, strategies, methods, policies, resolutions,
negotiations or litigation; (b) marketing information,
including strategies, methods, customer identities or other
information about customers, prospect identities or other
information about prospects, or market analyses or
projections; (c) financial information, including cost and
performance data, debt arrangements, equity structure,
investors and holdings, purchasing and sales data and price
lists; (d) operational and technological information,
including plans, specifications, manuals, forms, templates,
software, designs, methods, procedures, formulas,
discoveries, inventions, improvements, concepts and ideas;
and (e) personnel information, including personnel lists,
reporting or organizational structure, resumes, personnel
data, performance evaluations and termination
arrangements or documents. Proprietary Information also
includes information received in confidence by the
Company from its customers or suppliers or other third
parties.
2. Recognition of Company’s Rights. I will not, at
any time, without the Company’s prior written permission,
either during or after my employment, disclose or transfer
any Proprietary Information to anyone outside of the
Company, or use or permit to be used any Proprietary
Information for any purpose other than the performance of
my duties as an employee of the Company. I will cooperate
with the Company and use my best efforts to prevent the
unauthorized disclosure of all Proprietary Information. I
will deliver to the Company all copies and other tangible
embodiments of Proprietary Information in my possession
or control upon the earlier of a request by the Company or
termination of my employment.
3. Rights of Others. I understand that the Company
is now and may hereafter be subject to non-disclosure or
confidentiality agreements with third persons which
require the Company to protect or refrain from use of
Proprietary Information. I agree to be bound by the terms
of such agreements in the event I have access to such
Proprietary Information.
4. Commitment to Company; Avoidance of
Conflict of Interest. While an employee of the Company,
I will devote my full-time efforts to the Company’s
business and I will not engage in any other business activity
that conflicts with my duties to the Company. I will advise
the president of the Company or his or her nominee at such
time as any activity of either the Company or another
business presents me with a conflict of interest or the
appearance of a conflict of interest as an employee of the
Company. I will take whatever action is requested of me
by the Company to resolve any conflict or appearance of
conflict which it finds to exist.
5. Developments. I will make full and prompt
disclosure to the Company of all inventions, discoveries,
designs, developments, methods, modifications,
improvements, processes, algorithms, databases, computer
programs, formulae, techniques, trade secrets, graphics or
images, audio or visual works and other works of
authorship (collectively “Developments”), whether or not
patentable or copyrightable, that are created, made,
conceived or reduced to practice by me (alone or jointly
with others) or under my direction during the period of my
employment. I acknowledge that all work performed by
me is on a “work for hire” basis, and I hereby do assign and
transfer and, to the extent any such assignment cannot be
made at present, will assign and transfer, to the Company
and its successors and assigns all my right, title and interest
in all Developments that (a) relate to the business of the
Company or any customer of or supplier to the Company
or any of the products or services being researched,
developed, manufactured or sold by the Company or which
may be used with such products or services; or (b) result
from tasks assigned to me by the Company; or (c) result
from the use of premises or personal property (whether
tangible or intangible) owned, leased or contracted for by
the Company (“Company-Related Developments”), and all
related patents, patent applications, trademarks and
trademark applications, copyrights and copyright
applications, and other intellectual property rights in all
countries and territories worldwide and under any
international conventions (“Intellectual Property Rights”).
To preclude any possible uncertainty, I have set forth on
Exhibit A attached hereto a complete list of Developments
that I have, alone or jointly with others, conceived,
developed or reduced to practice prior to the
commencement of my employment with the Company that
I consider to be my property or the property of third parties
and that I wish to have excluded from the scope of this
Agreement (“Prior Inventions”). If disclosure of any such
Prior Invention would cause me to violate any prior
confidentiality agreement, I understand that I am not to list
such Prior Inventions in Exhibit A but am only to disclose
a cursory name for each such invention, a listing of the
party(ies) to whom it belongs and the fact that full
disclosure as to such inventions has not been made for that
reason. I have also listed on Exhibit A all patents and
patent applications in which I am named as an inventor,
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9. Government Contracts. I acknowledge that the
Company may have from time to time agreements with
other persons or with the United States Government or its
agencies which impose obligations or restrictions on the
Company regarding inventions made during the course of
work under such agreements or regarding the confidential
nature of such work. I agree to comply with any such
obligations or restrictions upon the direction of the
Company. In addition to the rights assigned under
paragraph 5, I also assign to the Company (or any of its
nominees) all rights which I have or acquired in any
Developments, full title to which is required to be in the
United States under any contract between the Company
and the United States or any of its agencies.
10. Prior Agreements. I hereby represent that,
except as I have fully disclosed previously in writing to the
Company, I am not bound by the terms of any agreement
with any previous employer or other party to refrain from
using or disclosing any trade secret or confidential or
proprietary information in the course of my employment
with the Company or to refrain from competing, directly or
indirectly, with the business of such previous employer or
any other party. I further represent that my performance of
all the terms of this Agreement as an employee of the
Company does not and will not breach any agreement to
keep in confidence proprietary information, knowledge or
data acquired by me in confidence or in trust prior to my
employment with the Company. I will not disclose to the
Company or induce the Company to use any confidential
or proprietary information or material belonging to any
previous employer or others.
11. Remedies Upon Breach. I understand that the
restrictions contained in this Agreement are necessary for
the protection of the business and goodwill of the Company
and I consider them to be reasonable for such purpose. Any
breach of this Agreement is likely to cause the Company
substantial and irrevocable damage and therefore, in the
event of such breach, the Company, in addition to such
other remedies which may be available, will be entitled to
specific performance and other injunctive relief.
12. Use of Voice, Image and Likeness. I give the
Company permission to use my voice, image or likeness,
with or without using my name, for the purposes of
advertising and promoting the Company, or for other
purposes deemed appropriate by the Company in its
reasonable discretion, except to the extent expressly
prohibited by law.
13. Publications and Public Statements. I will
obtain the Company’s written approval before publishing
or submitting for publication any material that relates to my
work at the Company and/or incorporates any Proprietary
Information. To ensure that the Company delivers a
consistent message about its products, services and
operations to the public, and further in recognition that
even positive statements may have a detrimental effect on
the Company in certain securities transactions and other
contexts, any statement about the Company which I create,
publish or post during my period of employment and for
six (6) months thereafter, on any media accessible by the
public, including but not limited to social media sites,
electronic bulletin boards and Internet-based chat rooms,
must first be reviewed and approved by an officer of the
Company before it is released in the public domain.
Notwithstanding the foregoing, any statement relating to
any Proprietary Information shall not be published or
posted on any media anytime during or after my
employment without the Company’s prior written consent.
14. No Employment Obligation. I understand that
this Agreement does not create an obligation on the
Company or any other person to continue my employment.
I acknowledge that, unless otherwise agreed in a formal
written employment agreement signed on behalf of the
Company by an authorized officer, my employment with
the Company is at will and therefore may be terminated by
the Company or me at any time and for any reason.
15. Survival and Assignment by the Company. I
understand that my obligations under this Agreement will
continue in accordance with its express terms regardless of
any changes in my title, position, duties, salary,
compensation or benefits or other terms and conditions of
employment. I further understand that my obligations
under this Agreement will continue following the
termination of my employment regardless of the manner of
such termination and will be binding upon my heirs,
executors and administrators. The Company will have the
right to assign this Agreement to its affiliates, successors
and assigns. I expressly consent to be bound by the
provisions of this Agreement for the benefit of the
Company or any parent, subsidiary or affiliate to whose
employ I may be transferred without the necessity that this
Agreement be resigned at the time of such transfer.
16. Disclosure to Future Employers. The Company
has the right to provide a copy of this Agreement to any
future employer, partner or coventurer.
17. Severability. In case any provisions (or portions
thereof) contained in this Agreement shall, for any reason,
be held invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not
affect the other provisions of this Agreement, and this
Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.
If, moreover, any one or more of the provisions contained
in this Agreement shall for any reason be held to be
excessively broad as to duration, geographical scope,
activity or subject, it shall be construed by limiting and
reducing it, so as to be enforceable to the extent compatible
with the applicable law as it shall then appear.
18. Interpretation. This Agreement will be deemed
to be made and entered into in the Commonwealth of
Massachusetts, and will in all respects be interpreted,
enforced and governed under the laws of the
Commonwealth of Massachusetts. I hereby agree to
consent to personal jurisdiction of the state and federal
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courts situated within Suffolk County, Massachusetts for
purposes of enforcing this Agreement, and waive any
objection that I might have to personal jurisdiction or
venue in those courts.
19. Modification; Waiver. No modification,
amendment, waiver or termination of this Agreement or of
any provision hereof will be binding unless made in writing
and signed by an authorized officer of the Company.
Failure of the Company to insist upon strict compliance
with any of the terms, covenants or conditions hereof will
not be deemed a waiver of such terms, covenants or
conditions. In the event of any inconsistency between this
Agreement and any other contract between the Company
and me, the provisions of this Agreement will prevail.
20. Protected Disclosures. I understand that nothing
contained in this Agreement limits my ability to
communicate with any federal, state or local governmental
agency or commission, including to provide documents or
other information, without notice to the Company. I also
understand that nothing in this Agreement limits my ability
to share compensation information concerning myself or
others, except that this does not permit me to disclose
compensation information concerning others that I obtain
because my job responsibilities require or allow access to
such information.
21. Defend Trade Secrets Act of 2016. I understand
that pursuant to the federal Defend Trade Secrets Act of
2016, I shall not be held criminally or civilly liable under
any federal or state trade secret law for the disclosure of a
trade secret that (a) is made (i) in confidence to a federal,
state, or local government official, either directly or
indirectly, or to an attorney; and (ii) solely for the purpose
of reporting or investigating a suspected violation of law;
or (b) is made in a complaint or other document filed in a
lawsuit or other proceeding, if such filing is made under
seal.
[End of Text]
I UNDERSTAND THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS. BY SIGNING BELOW, I
CERTIFY THAT I HAVE READ IT CAREFULLY AND AM SATISFIED THAT I UNDERSTAND IT COMPLETELY.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as a sealed instrument as of the date set forth
below.
Signed: /s/ Xxxx X. Xxxx
(Employee’s full name)
Type or print name: Xxxx X. Xxxx
Date: July 21, 2017
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EXHIBIT A
To: Jounce Therapeutics, Inc.
From: Xxxx X. Xxxx
Date: July 21, 2017
SUBJECT: Prior Inventions
The following is a complete list of all inventions or improvements relevant to the subject matter of my employment by the
Company that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by
the Company:
X No inventions or improvements
__ See below:
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
__ Additional sheets attached
The following is a list of all patents and patent applications in which I have been named as an inventor:
X None
See below:
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________