Certain information in this exhibit has been omitted because it is permitted to be omitted by applicable regulatory guidance.
[***] Certain information in this exhibit has been omitted because it is permitted to be omitted by applicable regulatory guidance.
EXHIBIT 10.3
March 27, 2023
Xxxxxxxx Xxxxxx
[***]
[***]
Dear Xxxxxxxx,
Your resignation from the position of Chief Scientific Officer will be effective March 31, 2023 (the “Separation Date”). This letter (the “Agreement”) provides information regarding the mutual separation package agreement offered to you by Coherus Biosciences, Inc. (the “Company”) should you agree to sign this Agreement.
On the eighth day following your signing of this Agreement, and provided it is not revoked as provided herein, (the “Effective Date”), you will be entitled to the severance detailed below, provided that you comply with the terms of the Agreement.
[***] Certain information in this exhibit has been omitted because it is permitted to be omitted by applicable regulatory guidance.
EXHIBIT 10.3
You agree not to sue, or otherwise file any claim against, the Company or any of its directors, officers, managers, employees or agents for any reason whatsoever based on anything that has occurred as of the date you sign this Agreement.
| a) | On behalf of yourself and your executors, administrators, heirs and assigns, you hereby release and forever discharge the “Releasees” hereunder, consisting of the Company, and each of its owners, directors, officers, managers, employees, representatives, agents, attorneys and insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which you now have or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time through the Mutual Separation Date. Without limiting the generality of the foregoing, you hereby release and forever discharge the Releasees of and from any Claims arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever your employment by the Company, including, but not limited to, wage claims (base, bonus or commission), your termination of your position and your mutual employment separation, including without limitation any and all claims arising under federal, state, or local laws relating to employment, claims of any kind that may be brought in any court or administrative agency, any claims arising under that Age Discrimination in Employment Act (“ADEA”); Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866; the Equal Pay Act; the Fair Labor Standards Act; the Employee Retirement Income Security Act; the Family Medical Leave Act; the California Fair Employment and Housing Act; the California Family Rights Act; the California Labor Code; the California Occupational Safety and Health Act; Section 17200 of the California Business and Professions Code; Claims arising under any other local, state or federal laws governing employment, including, but not limited to, the laws of California; Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, failure to pay wages (base, bonus and commission), discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, |
[***] Certain information in this exhibit has been omitted because it is permitted to be omitted by applicable regulatory guidance.
EXHIBIT 10.3
| compensatory damages, punitive damages, injunctive relief and attorney’s fees. Notwithstanding the generality of the foregoing, you do not release any claims that cannot be released as a matter of law, including, without limitation, claims for indemnity under California Labor Code Section 2802 and any policy of insurance carried by the Company, and your right to bring to the attention of the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing (or similar state agencies) administrative Claims of harassment, discrimination or retaliation; provided, however, that you release your right to secure damages as a remedy for any such administrative Claims. |
| b) | Notwithstanding the generality of the foregoing in subsection a) above, you do not release any claims that cannot be released as a matter of law, including, without limitation, claims for indemnity under California Labor Code Section 2802 and any policy of insurance carried by the Company, and your right to bring to the attention of the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing (or similar state agency) administrative Claims of harassment, discrimination or retaliation; provided, however, that you release your right to secure damages as a remedy for any such administrative Claims. |
| c) | You have been advised of the following: |
| i) | You have the right to consult with an attorney before signing this Agreement. |
| ii) | You have seven (7) days after signing this Agreement to revoke your agreement to it, and the Agreement will not be effective, and you will not receive any of the Severance Payments or benefits outlined in Section 2 until that revocation period has expired. If you wish to revoke your acceptance of this Release, you must deliver such notice by email, to be received no later than 5:00 p.m. Pacific Time on the 7th day following your signature to Xxxxxxx Xxxxxxxx, Chief Human Resources Officer at [***]. |
Except as provided in this Section 4(B), the Company agrees to release and not to sue, or otherwise file, any claim against You based on anything that has occurred as of the date You sign this Agreement. Notwithstanding the foregoing, the Parties agree that the Company specifically reserves any claims for misappropriation of trade secrets, embezzlement, or willful misappropriation of Company funds.
[***] Certain information in this exhibit has been omitted because it is permitted to be omitted by applicable regulatory guidance.
EXHIBIT 10.3
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
BEING AWARE OF SAID CODE SECTION, AND EXCEPT AS TO THOSE RESERVED CLAIMS SET FORTH IN SECTION 4(B), YOU AND THE COMPANY HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
5. Employee’s Representations. You represent and warrant that:
6.Nondisparagement; Neutral Reference. You agree not to make any disparaging or negative comments about the Company, its business, products, services, officers, managers, contractors or employees. The Company agrees to instruct your manager and all C-level executives at Coherus to not to make any disparaging or negative comments about you. You shall direct all calls for references to the Company’s Human Resources Department, who will advise a prospective employer that it is the Company’s standard policy to only verify your job title and dates of employment, and nothing more. Nothing in this Section 6 or this Agreement shall prevent you or any representative of the Company from testifying truthfully in response to a subpoena or other legal process; nor shall anything herein prevent you from communicating directly with, cooperating with, or providing information to, any federal, state or local government regulator, including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, or the U.S. Department of Justice.
[***] Certain information in this exhibit has been omitted because it is permitted to be omitted by applicable regulatory guidance.
EXHIBIT 10.3
7.Maintaining Confidential Information. You will abide by all of your confidentiality obligations to the Company, including those outlined in your Proprietary Information and Inventions Agreement (PIIA) that you entered at the start of your employment with the Company, see, e.g., Sections 1, 2 (Proprietary Information, Recognition of Company’s Rights; Nondisclosure), and Section 10 (Additional Activities). You will not disclose any confidential information you acquired while an employee of the Company to any other person or use such information in any manner. This includes any confidential information that you created for purposes of your employment at the Company. For the purposes of this Agreement, confidential information and proprietary information, as defined in the PIIA, are interchangeable.
8. Confidential Separation Information. Employee and Company agree that the existence of the Agreement, the terms and conditions of this Agreement and any discussions between employee and the Company that led to the terms and conditions of this Agreement are confidential and will not be disclosed to any other person. You may share confidential separation information with your spouse, counsel, and financial professionals as needed.
9. Cooperation with the Company. You will cooperate fully with the Company in its defense of or other participation in any administrative, judicial or other proceeding arising from any charge, complaint or other action that has been or may be filed.
10. Violation of Agreement. You understand that any violation of any of Your obligations under this Agreement, will result in this Agreement being deemed null and void, and may require you to repay to the Company any Severance Payments or other benefits you received hereunder.
11.Voluntary and Knowing Agreement. You represent that you have thoroughly read and considered all aspects of this Agreement, that you understand all its provisions and that you are voluntarily accepting its terms.
12.Section 409A. To the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to you shall be paid to you no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and your right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.
13.Entire Agreement; Amendment. This Agreement sets forth the entire agreement between you and the Company and supersedes any and all prior oral or written agreements or understanding between you and the Company concerning the terms of your separation. This Agreement may not be altered, amended or modified, except by a further written document signed by you and the Company.
14.Governing Law/Venue. To the greatest extent allowed by law, this Agreement will be governed in all respects by the laws of the State of California without
[***] Certain information in this exhibit has been omitted because it is permitted to be omitted by applicable regulatory guidance.
EXHIBIT 10.3
giving effect to any choice of law rules that would dictate the application of the laws of a different jurisdiction. The parties agree that, to the greatest extent allowed by law, any dispute between them related in any way to this Agreement will be brought in the state or federal courts in San Mateo County. The parties specifically consent to the sole jurisdiction of such courts.
Kindly sign where indicated below, and return this letter to Xxxxxxx Xxxxxxxx, Chief Human Resources Officer, by [***] by [***].
Sincerely,
/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
Chief Human Resources Officer
Accepted and agreed to on this __27___ day of _____March____________ 2023.
/s/ Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxx
