September 19, 2021 PERSONAL AND CONFIDENTIAL Kathy Yi Re: Separation Agreement Dear Kathy:
Exhibit 10.1
September 19, 2021
PERSONAL AND CONFIDENTIAL
Xxxxx Xx
Dear Xxxxx:
This letter confirms your separation from employment with Cerevel Therapeutics, LLC (together with parent and subsidiary entities, the “Company”). This letter also proposes an agreement between you and the Company (the “Agreement”) under which you would remain employed by the Company during a transition period and receive severance benefits from the Company after the transition period.
Regardless of whether you sign the Agreement below, the following bulleted terms and conditions apply in connection with the ending of your employment:
The remainder of this letter proposes the Agreement between you and the Company. With those understandings, you and the Company agree as follows:
Provided you enter into and comply with this Agreement, the Company will continue to employ you until November 15, 2021, unless, prior to that date, (i) you resign from your employment for any reason; or (ii) the Company terminates your employment due to your material breach of this Agreement or any Ongoing Obligation; or (iii) your employment is terminated for “Cause” as defined in in your Employment Agreement ((i), (ii) or (iii), a “Specified Termination”). Subject to the foregoing sentence, the actual last date of your employment with the Company, whether it is November 15, 2021 or an earlier date, is the “Separation Date.” The time period between the date of this Agreement and the Separation Date shall be referred to herein as the “Transition Period.”
During the Transition Period, you agree to make yourself reasonably available to the Company to the extent the Company requests transitional services (the “Transitional Services”). The Company agrees to use its best efforts to provide reasonable written advance notice of the need for your assistance and shall exercise reasonable efforts to schedule and limit such matters so as to avoid interfering with your personal and professional obligations. You acknowledge that, unless otherwise provided in writing by the Company, effective as of September 21, 2021 (the “System Termination Date”), your access to Company systems, whether electronic or otherwise, will be terminated. During the Transition Period (i) you will continue to be eligible under the Company’s employee benefit plans and will continue to vest in your stock options (subject in all respects to the Equity Documents); and (ii) the Company shall continue to pay you your current base salary rate of $445,050.00 per year, to be paid on the Company’s regular payroll dates. In the event you find, and accept, another job prior to November 15, 2021 you will be deemed to have resigned from the Company immediately and the Separation Date will be on the date of your acceptance of that offer.
You acknowledge and agree that you have received adequate notice of your termination under the Employment Agreement and that the Company has no further notice obligations under the Employment Agreement. To avoid doubt, this Agreement shall extend the temporal duration of the Ongoing Obligations through the Transition Period, such that the post-employment portion of the Ongoing Obligations does not begin to run until the Separation Date.
Provided you (i) enter into and comply with this Agreement, (ii) do not experience a Specified Termination prior to November 15, 2021, and (iii) reaffirm the terms of this Agreement including the general release in Section 3 so that it covers the period between the date of this Agreement and the Separation Date by signing and returning the Certificate attached as Exhibit A hereto after the Separation Date but no later than seven days after the Separation Date (collectively, the “Severance Conditions”), you will be eligible for the following “Severance Benefits”:
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In consideration for, among other terms, the Transition Period and Severance Benefits, you voluntarily release and forever discharge the Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, managers, members, partners, employees, attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when you sign this Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, all Claims:
provided, however, that this release shall not affect your rights under this Agreement and the vested equity rights under the Equity Documents, any claim or right you may have under COBRA, any claim or right you may have for unemployment insurance or workers’ compensation benefits, any claims to enforce this Agreement, any claims that cannot be waived as a matter of law, and/or any claim or right that may arise after the execution of this Agreement.
You acknowledge and represent that, except as expressly provided in this Agreement, the Company has paid or provided, and/or you are not otherwise owed, any and all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, any notice of termination under the Employment Agreement, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, stock options, vesting, and any and all other benefits and compensation due to you.
You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney’s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you represent that you have not assigned any Claim to any third party.
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You agree that, effective as of the date of this Agreement, you have resigned from any other position you occupy at the Company or any Company affiliate, including without limitation as an officer and as the Company’s Principal Financial Officer, and will execute such documents and take such actions as the Company reasonably requires in good faith to effectuate such resignations.
You agree not to make any disparaging statements concerning the Company or any of its affiliates or current or former officers, directors, shareholders, employees or agents. You represent that since the date of this Agreement, you have not made any such disparaging statements. These nondisparagement obligations shall not in any way affect your obligation to testify truthfully in any legal proceeding. The Company shall instruct its C-suite executives in writing not to make any disparaging statements about you during such persons’ employment with the Company.
If you apply to the Massachusetts Department of Unemployment Assistance for unemployment compensation benefits under state law, the Company shall not dispute your eligibility for such benefits. This shall not affect the Company’s obligation to respond truthfully to governmental agency requests for information related to unemployment compensation eligibility.
You hereby acknowledge and agree that the Ongoing Obligations remain in full effect and are incorporated by reference herein. Without limiting the foregoing, you specifically agree that the 12-month post-employment noncompetition provision under Section 3(d)(i) of the Employment Agreement remains in full effect and applies to you, and that the ending of your employment is not considered a “without Cause” termination or layoff for the purposes of such Section 3(d)(i).
You confirm that, to the best of your knowledge, you have returned, to the Company all Company property, including, without limitation, passwords, account access, computer equipment, software, keys and access cards, credit cards, files and any documents (including computerized data and any copies made of any computerized data or software) containing information concerning the Company, its business or its business relationships. You also commit to deleting and finally purging any duplicates of files or documents that may contain Company information from any computer or other device that remains your property after the System Termination Date. In the event that you discover that you continue to retain any such property, you shall return it to the Company immediately.
You and the Company agree, to the fullest extent permitted by law, to keep all Agreement-Related Information confidential. “Agreement-Related Information” means the negotiations leading to this Agreement and the terms of this Agreement. Notwithstanding this foregoing Section: (i) you may disclose Agreement-Related Information to your spouse, your immediate family, your attorney and your financial advisors (in each case if applicable), or to enforce this Agreement in a court of competent jurisdiction; and (ii) the Company may disclose Agreement-Related Information to its directors, officers, employees with a need to know such Information, potential and actual investors and acquirors, attorneys, financial advisors and potential and actual insurers or to enforce this Agreement in a court of competent jurisdiction, provided that (in the case of both (i) and (ii)) such persons to whom such Information is to be disclosed first agree to keep Agreement-Related Information confidential. Nothing in this Section shall be construed to prevent you or the Company from disclosing Agreement-Related Information to the extent required by a lawfully issued subpoena or duly issued court order; provided that each party to this Agreement provides the other party with advance written notice and a reasonable opportunity to contest such subpoena or court order.
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Your separation from the Company will be announced by the Company on or around September 21, 2021. You will be provided the opportunity to review and provide reasonable comments on the relevant portion of the Company’s draft Form 8-K and on any applicable press release the Company decides to issue (collectively, the “Communications”), provided that such comments do not unreasonably delay finalizing the Communications and are otherwise reasonably acceptable to the Company. The Company agrees to characterize your departure as a resignation in the Communications.
To the extent that a potential employer requests a reference concerning you from the Company’s Chief Executive Officer or Chief Human Resources Officer, the Company will only confirm your dates of employment and last job title. If asked about the circumstances of your separation from employment with the Company, you shall state that you resigned and shall not make any further comment about your employment separation.
Nothing contained in this Agreement limits your ability to file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”). In addition, nothing contained in this Agreement limits your ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including your ability to provide documents or other information, without notice to the Company, nor does anything contained in this Agreement apply to truthful testimony in litigation. If you file any charge or complaint with any Government Agency and if the Government Agency pursues any claim on your behalf, or if any other third party pursues any claim on your behalf, you waive any right to monetary or other individualized relief (either individually, or as part of any collective or class action).
You understand that pursuant to the Defend Trade Secrets Act of 2016, you 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.
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Please indicate your agreement to the terms of this Agreement by signing and returning to the undersigned the original or a PDF copy of this letter within the time period set forth above.
Very truly yours,
Cerevel Therapeutics, LLC
By: /s/ X. Xxxxxxx Coles_______________ 9/19/21_____________________
N. Xxxxxxx Xxxxx, MD Date
Chief Executive Officer
This is a legal document. Your signature will commit you to its terms. By signing below, you acknowledge that you have carefully read and fully understand all of the provisions of this Agreement and that you are knowingly and voluntarily entering into this Agreement.
/s/ Xxxxx Yi___________________________ 9/19/21____________________________
Xxxxx Xx Date
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