September 26, 2023 PERSONAL AND CONFIDENTIAL Dr. Cadmus Rich Re: Transition and Release Agreement Dear Dr. Rich:
Exhibit 10.2
September 26, 2023
PERSONAL AND CONFIDENTIAL
Xx. Xxxxxx Xxxx
Re: Transition and Release Agreement
Dear Xx. Xxxx:
This letter confirms your resignation from employment with Aura Biosciences, Inc. (the “Company”), effective November 7, 2023. As you know, your employment relationship with the Company is governed by your offer letter with the Company dated October 6, 2017 (the “Offer Letter”). As specified in Section 13 of the Offer Letter, you have been employed “at-will,” meaning that you or the Company could end the employment relationship at any time and for any reason, subject to the terms of the Offer Letter.
As set forth in Section 12 of the Offer Letter, you are eligible to receive severance benefits in connection with a termination by the Company without Cause (as defined in the Offer Letter) if you enter into, do not revoke and comply with a Release (as defined in the Offer Letter).
Although you have voluntarily resigned from your employment with the Company, if you enter into the Release Agreement below, the Company will provide you with the opportunity to remain an at-will employee of the Company during a transition period and then subsequently receive the severance benefits outlined in the Offer Letter.
With those understandings and regardless of whether you enter into the Release Agreement, the following bulleted terms and conditions apply in connection with the ending of your employment:
The remainder of this letter proposes the Release Agreement between you and the Company. You and the Company agree as follows:
benefits as currently in effect (subject to the terms of the Company’s benefit plans), provided that (to avoid doubt) you will not be eligible for any bonuses during the Transition Period or related to your employment during 2023. Subject to the terms of the Equity Documents, your previously granted equity shall continue to vest during the Transition Period.
Provided you (i) enter into, do not revoke and comply with this Release Agreement, (ii) do not experience a Specified Termination prior November 7, 2023, and (iii) reaffirm the terms of this Release Agreement including the general release in Section 4 so that it covers the period between the date of this Release Agreement and the Resignation Date by signing and returning the Certificate attached as Exhibit A hereto after the Resignation Date in accordance with the time frame provided in such Certificate, and such Certificate becomes effective, the Company shall
provide you with the following “Severance Benefits”:
convert such payments to payroll payments directly to you on the Company’s regular payroll dates, which shall be subject to tax-related deductions and withholdings. In accordance with the Company’s 401k plan, you may transfer your 401k account at any point following the execution of this Release Agreement.
Your receipt of the Severance Benefits under this Release Agreement is conditioned on your continued compliance with the Consulting Agreement. If the Consulting Agreement is
terminated for Cause (as defined in the Consulting Agreement), then your receipt of the Severance Benefits shall immediately cease and you will not be eligible for receive any
additional Severance Benefits.
During the course of your employment, you were awarded a total of 60,375 Restricted Stock Units (the “Award”) and 459,705 shares of the Company’s common stock (the “Option”), in each case under the Company’s 2021 Stock Option and Incentive Plan and associated restricted stock until award agreements and stock option agreements (collectively, the “Equity Documents”). If you enter into and comply with this Release Agreement, and do not experience a Specified Termination prior to November 7, 2023, you will have 13,126 Restricted Stock Units of the Award vested and 296,059 shares of the Option vested (the “Vested Equity”). The remaining 47,249 Restricted Stock Units of the Award and 163,646 shares of the Option shall be unvested as of November 7, 2023 and shall become null and void as of such date, unless you enter into the Consulting Agreement under which your equity will continue to vest (as described below and in the Consulting Agreement). The Vested Equity, along with any other equity that may vest during the Consulting Period (as described in the Consulting Agreement), shall continue to be subject to the terms and conditions of the Equity Documents, provided that you agree, effective as of September 26, 2023, you will not sell, directly or indirectly, more than 4,000 shares of your vested equity during any 30 day period beginning on September 26, 2023. In addition, you will continue to the eligible to participate in your 10(b)(5)(1) Plan during the Consulting Period, and may adjust your specified strike price under the Plan one (1) time after the termination of your regular employment and during the Consulting Period, provided that you are in compliance with the Company’s Xxxxxxx Xxxxxxx Policy.
In accordance with the Consulting Agreement, you are also eligible for continued vesting during the Consulting Period (as defined in the Consulting Agreement). For the avoidance of doubt, as provided in the Equity Documents, except in the event of disability, death or Cause, the three- month post-service relationship exercise period for any vested equity shall not begin until after your service relationship with the Company has ended (i.e. after the Consulting Period ends).
In consideration for, among other terms, the opportunity to continue your employment with the Company during the Transition Period and to receive the Severance Benefits, each of which you acknowledge you would otherwise not be entitled to, you voluntarily release and forever discharge the Company and its affiliated and related entities, 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, managers, members, shareholders, 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 Release 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:
M.G.L. c. 149, §§148-150C, or otherwise; and
provided, however, that this release shall not affect your rights under this Release Agreement or under any “employee benefit plan,” as that term is defined in Section 3(3) of the Employee Retirement Income Security Act, 29 U.S.C. §1002(3).
You acknowledge and represent that, except as expressly provided in this Release Agreement, the Company has paid or provided all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, severance, 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 Release Agreement. As a material inducement to the Company to enter into this Release Agreement, you represent that you have not assigned any Claim to any third party.
In accordance with Section 3 of the Restrictive Covenants Agreement, you agree to return to the Company by the Resignation Date all Company property, including, without limitation, computer equipment, keys and access cards, credit cards and any documents (including electronic documents as well as hard copies) 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 Resignation Date. In the event that you discover that you continue to retain any such property, you shall return it to the Company immediately.
In accordance with Section 10 of the Offer Letter, you agree that you will not directly or indirectly, make or ratify any statement, public or private, oral or written, to any person that disparages, either professionally or personally, the Company or any of its affiliates, past and present, and each of them, as well as its and their trustees, directors, officers, members,
managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them. You represent that during the period since this Release Agreement was proposed to you, you have not made any such disparaging statements.
The Company agrees to direct its C-Suite executives not to make disparaging statements about you during such persons’ employment with the Company.
You agree, to the fullest extent permitted by law, to keep all Release Agreement-Related Information completely confidential. “Release Agreement-Related Information” means the negotiations leading to this Release Agreement and the terms of this Release Agreement.
Notwithstanding the foregoing, you may disclose Release Agreement-Related Information to your spouse, your attorney and your financial advisors (if applicable), and to them only provided that they first agree for the benefit of the Company to keep Release Agreement-Related Information confidential. You represent that during the period since this Release Agreement was proposed to you, you have not made any disclosures that would have been contrary to the foregoing obligation if it had then been in effect. Nothing in this section shall be construed to prevent you from disclosing Release Agreement-Related Information to the extent required by a lawfully issued subpoena or duly issued court order; provided that you provide the Company with advance written notice and a reasonable opportunity to contest such subpoena or court order.
Nothing contained in this Release 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 Release 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 Release 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); provided that nothing in this Release Agreement limits any right you may have to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission.
For the avoidance of doubt, pursuant to the federal 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.
undersigned at or before the expiration of the Consideration Period. If you sign this Release Agreement before the end of the Consideration Period, you acknowledge that such decision was entirely voluntary and that you had the opportunity to consider this Release Agreement for the entire Consideration Period. For the period of seven (7) days from the date when you sign this Release Agreement, you have the right to revoke this Release Agreement by written notice to the undersigned, provided that such notice is delivered so that it is received at or before the expiration of the seven (7) day revocation period. This Release Agreement shall not become
effective or enforceable during the revocation period. This Release Agreement shall become effective on the first business day following the expiration of the revocation period (the “Effective Date”).
[Signature Page Follows]
Please indicate your agreement to the terms of this Release 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, Aura Biosciences, Inc.
/s/ Xxxxxxxx de los Pinos 9/28/2023
Xxxxxxxx xx xxx Xxxxx, PhD Date
Chief Executive Officer
You are advised to consult with an attorney before signing this Release Agreement. 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 Release Agreement and that you are knowingly and voluntarily entering into this Release Agreement.
/s/ Xxxxxx Xxxx 9/28/2023
Xx. Xxxxxx Rich Date