SEVERANCE AGREEMENT AND RELEASE OF ALL CLAIMS
Exhibit 10.1
SEVERANCE AGREEMENT AND RELEASE OF ALL CLAIMS
This Severance Agreement and Release of All Claims (“Release”) is entered into between Boundless Bio, Inc., including its officers, directors, employees, managers, agents, and representatives (“Company”), and Xxxxxx Xxxxx (“Employee”) pursuant to the Boundless Bio, Inc. Severance and Change in Control Plan (the “Plan”), effective as of the Effective Date (as defined below).
WHEREAS, Employee is a “Tier 2 Covered Employee” under the Plan;
WHEREAS, Employee’s employment with the Company will terminate effective October 11, 2024 (the “Termination Date”);
WHEREAS, the parties agree that Employee is entitled to certain severance benefits under the Plan, subject to the effectiveness of this Release; and
WHEREAS, the Company and Employee now wish to fully and finally to resolve all matters between them.
NOW, THEREFORE, in consideration of, and subject to, the severance benefits payable to Employee pursuant to Section 4 of the Plan as a Tier 2 Covered Employee, as described in Section 1 below, the parties agree as follows.
2. General Release of Claims by Employee.
(a) Employee, on behalf of himself or herself and his or her executors, heirs, administrators, representatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers, general or limited partners, employees, attorneys, agents and representatives, and the employee benefit plans in which Employee is or has been a participant by virtue of his or her employment with or service to the Company (collectively, the “Company Releasees”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which Employee has or may have had against such entities based on any events or circumstances arising or occurring on or prior to the date hereof or on or prior to the date hereof, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Employee’s employment by or service to the Company or the termination thereof, including any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, and claims of any kind that may be brought in any court or administrative agency including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the California Fair Employment and Housing Act, California Government Code Section 12940, et seq.; and any New York state or local laws, administrative rules or regulations respecting employment, including but not limited to, statutes, laws, ordinances, regulations, or common laws of the State and the City of New York including, but not limited to, the New York Human Rights Law (N.Y. Exec. Law § 290, et seq.); the New York Whistleblower Laws (N.Y. Lab. Law §§ 740, 741, and 215); the New York Equal Rights Law (N.Y. Civ. Rights Law § 40-C to 45, Article 6 of the New York Labor Law, N.Y. Lab. Law §§ 190-199-A); the New York State Employment Relations Act (N.Y. Lab. Law § 700, et seq.); the New York City Human Rights Law (N.Y.C. Admin. Code § 8-101, et seq.); the New York Wage Payment Act (N.Y. Lab. Law § 190, et seq.); the New York Wage Theft and Prevention Act (N.Y. Lab. Law § 195); the New York Minimum Wage Law (N.Y. Lab. Law § 695, et seq., including all New York Labor Standards and all New York Wage and Hour Laws); the New York Equal Pay Law (N.Y. Lab. Law §§ 194, 198); the New York Workers Compensation and Paid Family Leave Benefits Laws (N.Y. W. Comp. L.
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§§ 125, 200, et seq.); and the New York Nondiscrimination for Legal Actions Laws (N.Y. Lab. Law § 201-d), all as amended. Notwithstanding the generality of the foregoing, Employee does not release the following claims:
(i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;
(ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company;
(iii) Claims pursuant to the terms and conditions of the federal law known as COBRA;
(iv) Claims for indemnity under the bylaws of the Company, as provided for by Delaware law or under any applicable insurance policy with respect to Employee’s liability as an employee, director or officer of the Company;
(v) Employee’s right to bring to the attention of the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing or any other federal, state or local government agency claims of discrimination, or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state or local government agency; provided, however, that Employee does release his or her right to secure any damages for alleged discriminatory treatment;
(vi) Claims based on any right Employee may have to enforce the Company’s executory obligations under this Release or the Plan;
(vii) Claims Employee may have to vested or earned compensation and benefits; and
(viii) Employee’s right to communicate or cooperate with any government agency.
(b) EMPLOYEE ACKNOWLEDGES THAT he OR SHE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
BEING AWARE OF SAID CODE SECTION, EMPLOYEE HEREBY EXPRESSLY WAIVES ANY RIGHTS HE OR SHE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
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(c) Employee acknowledges that Employee is entitled to have twenty-one (21) days’ time in which to consider this Release. Employee further acknowledges that the Company has advised him or her that he or she is waiving his or her rights under the ADEA, and that Employee has the right to and should consult with an attorney of his or her choice before signing this Release, and Employee has had sufficient time to consider the terms of this Release. Employee represents and acknowledges that if Employee executes this Release before twenty-one (21) days have elapsed, Employee does so knowingly, voluntarily, and upon the advice and with the approval of Employee’s legal counsel (if any), and that Employee voluntarily waives any remaining consideration period. The parties agree that any material or immaterial changes to this Release shall not extend the deadline for the occurrence of the effective date of this Release as provided in clause (f) below.
(d) Employee understands that after executing this Release, Employee has the right to revoke it within seven (7) days after his or her execution of it. Employee understands that this Release will not become effective and enforceable unless the seven (7) day revocation period passes and Employee does not revoke the Release in writing. Employee understands that this Release may not be revoked after the seven (7) day revocation period has passed. Employee also understands that any revocation of this Release must be made in writing and delivered to Xxxxxxxx Xxxxxx, Senior Vice President, Talent and Culture, at xxxxxxx@xxxxxxxxxxxx.xxx within the seven (7) day period.
(e) Employee understands that this Release shall become effective, irrevocable, and binding upon Employee on the eighth (8th) day after his or her execution of it, so long as Employee has not revoked it within the time period and in the manner specified in clause (d) above (such date, the “Effective Date”).
(f) Employee further understands that Employee will not be given any severance benefits under this Release or the Plan unless the Effective Date occurs on or before the date that is thirty (30) days following the Termination Date. Employee further acknowledges that she may not sign the Release prior to the Termination Date.
3. Terminations; Resignations. Employee hereby confirms his or her termination from all offices, directorships and other positions, if any, held with the Company or any of its affiliates, effective as of the Termination Date, including her positions as Chief Financial Officer and Treasurer, and shall take all actions reasonably requested by the Company to effectuate the foregoing.
4. Employee Representations. Employee represents and warrants that:
(a) Employee has returned to the Company all Company documents (and all copies thereof) and other Company property that Employee had in his or her possession at any time, including but not limited to Company files, notes, drawings, records, business plans and forecasts, financial information, specification, computer-recorded information, tangible property (including, but not limited to, computers, laptops, pagers, etc.), credit cards, entry cards, identification badges and keys and any materials of any kind which contain or embody any proprietary or confidential information of Company (and all reproductions thereof). Employee understands that, even if Employee does not sign this Release, Employee is still bound by any and
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all confidential/proprietary/trade secret information, non-disclosure and inventions assignment agreement(s) signed by Employee in connection with his employment with Company pursuant to the terms of such agreement(s). Employee’s compliance with this Section 4 shall be a condition to receipt of any payments under the Plan.
(b) Employee is not owed wages, commissions, bonuses or other compensation, other than wages through the Termination Date of Employee’s employment and any accrued, unused vacation or paid time off earned through such date, other than as set forth in the Plan.
(c) During the course of Employee’s employment, Employee did not sustain any injuries for which Employee might be entitled to compensation pursuant to worker’s compensation law or Employee has disclosed any injuries of which Employee is currently, reasonably aware for which Employee might be entitled to compensation pursuant to worker’s compensation law.
(d) Employee has not initiated any adversarial proceedings of any kind against the Company or its affiliates or, in their capacities as such, against any other person or entity released herein, nor will Employee do so in the future, except as required by applicable law.
(e) Employee acknowledges that Employee’s unvested stock options will terminate automatically on the Termination Date. Employee’s vested stock options will remain subject to the terms of the equity plan and the stock option agreements pursuant to which such stock options were granted.
5. Confirmation of Continuing Obligations. Employee hereby expressly reaffirms his or her continuing obligations under Section 7 of the Plan and any Restrictive Covenant Agreement (as defined in the Plan), and Employee acknowledges that such obligations shall survive his or her Termination Date.
6. No Assignment. Employee represents and warrants to the Company Releasees that there has been no assignment or other transfer of any interest in any Claim that Employee may have against the Company Releasees. Employee agrees to indemnify and hold harmless the Company Releasees from any liability, claims, demands, damages, costs, expenses and attorneys’ fees incurred as a result of any such assignment or transfer from Employee.
7. Severability. In the event any provision of this Release is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.
8. Interpretation; Construction. The headings set forth in this Release are for convenience only and shall not be used in interpreting this Release. This Release has been drafted by legal counsel representing the Company, but Employee has participated in the negotiation of its terms. Furthermore, Employee acknowledges that Employee has had an opportunity to review and revise the Release and have it reviewed by legal counsel, if desired, and, therefore, the normal
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rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Release. Either party’s failure to enforce any provision of this Release shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Release.
9. Governing Law. The Plan and this Release shall be interpreted, administered, and enforced as such in accordance with ERISA. To the extent that state law is applicable, the statutes and common law of the State of New York shall apply, excluding any that mandate the use of another jurisdiction’s laws.
10. Entire Agreement; Amendment. This Release, the Employee’s Participation Agreement and the Plan (and the other agreements referenced therein) constitute the entire agreement of the parties in respect of the subject matter contained herein and therein and supersede all prior or simultaneous representations, discussions, negotiations and agreements, whether written or oral, including, without limitation, Employee’s offer letter with the Company dated March 5, 2024. This Release may be amended or modified only with the written consent of Employee and an authorized representative of the Company. This Release may not be changed or modified, in whole or in part, except by an instrument in writing signed by Employee and a duly authorized officer or director of the Company. Defined terms used herein without definition will have the meanings given to such terms in the Plan.
11. Counterparts. This Release may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned. Execution and delivery of this Release by exchange of facsimile copies bearing the facsimile signature of a party shall constitute a valid and binding execution and delivery of the Release by such party. Such facsimile copies shall constitute enforceable original documents.
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IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed the foregoing on the dates shown below.
***EMPLOYEE SHALL NOT SIGN THE RELEASE PRIOR TO THE TERMINATION DATE***
EMPLOYEE |
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By: /s/ Xxxxxx Xxxxx |
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By: /s/ Xxxxxxx Xxxx |
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Print Name: Xxxxxx Xxxxx |
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Print Name: Xxxxxxx Xxxx |
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Title: Chief Legal Officer |
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Date: 10/11/2024 |
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Date: 10/13/2024 |
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