SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 16th, 2024 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Replimune, Inc. (the “Company”) and Sushil Patel (the “Executive”) as of March 25, 2024.
REPLIMUNE GROUP, INC. NONQUALIFIED STOCK OPTION GRANT AGREEMENTNonqualified Stock Option Grant Agreement • May 16th, 2024 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Delaware
Pursuant to the terms of the employment engagement between Replimune, Inc. (the “Company”) and the Participant (as it may be amended from time to time, the “Employment Agreement”), the Company agreed to provide for the grant of an option to acquire shares of Company common stock, $0.001 par value per share (“Company Stock”) to the Participant on the terms and subject to the conditions set forth herein. The Committee has decided to make this nonqualified stock option grant as an inducement material for the Participant to enter into employment with the Company and to align the Participant’s interests with those of the Company and its stockholders. The grant of the option provided for herein is intended to constitute an “employment inducement grant” as described in Rule 5635(c)(4), or any successor provision, of the Nasdaq Listing Rules, and is not being issued under the Replimune Group, Inc. 2018 Omnibus Incentive Compensation Plan, as amended from time to time (the “Plan”). Capitalized
CONSULTING AGREEMENTConsulting Agreement • May 16th, 2024 • Replimune Group, Inc. • Biological products, (no disgnostic substances)
This CONSULTING AGREEMENT (this “Agreement”) is dated as of March 25, 2024, by and between Replimune, Inc. (the “Company”) and Robert Coffin (the “Consultant,” together with the Company, the “Parties” and each, a “Party”). This Agreement will be effective on April 1, 2024. For the avoidance of doubt, if the Consultant does not execute or revokes the Second Release attached as Exhibit C to the Separation and Transition Agreement dated as of March 25, 2024, between the Company and the Consultant (the “Transition Agreement”), this Agreement shall not become effective, the Term (as defined in Section 3(a) below) of this Agreement shall not commence and this Agreement shall automatically terminate and become null and void ab initio.
Robert Coffin RE: Separation and Transition Agreement Dear Rob:Transition Agreement • May 16th, 2024 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This letter of agreement and general release (“Agreement”) confirms our agreement regarding your transition from employment with Replimune, Inc. (the “Company”) by mutual agreement, which is being treated as a termination by the Company without Cause (as such term is defined in the Employment Agreement by and between you and the Company dated November 2, 2021 (the “Employment Agreement”), to a consulting role. You and the Company (the “Parties” and each, a “Party”) agree to the following:
Tanya Lewis RE: Separation Agreement and Release Dear Tanya:Letter of Agreement • May 16th, 2024 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This letter of agreement and general release (“Agreement”) confirms our mutual agreement regarding the terms and conditions of your separation from employment with Replimune, Inc. (the “Company”) without Cause (as defined in the Employment Agreement with the Company dated May 10, 2021 (the “Employment Agreement”). This Agreement provides for all payments to which you may be entitled from the Company, including under the Employment Agreement. You and the Company (the “Parties” and each, a “Party”) agree as follows:
Pamela Esposito RE: Separation Agreement and Release Dear Pamela:Letter of Agreement • May 16th, 2024 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This letter of agreement and general release (“Agreement”) confirms our mutual agreement regarding the terms and conditions of your separation from employment with Replimune, Inc. (the “Company”) without Cause (as defined in the Employment Agreement with the Company dated January 20, 2016 (the “Employment Agreement”). This Agreement provides for all payments to which you may be entitled from the Company, including under the Employment Agreement. You and the Company (the “Parties” and each, a “Party”) agree as follows:
REPLIMUNE GROUP, INC. RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • May 16th, 2024 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Delaware
Participant: %%FIRST_NAME%-% %%LAST_NAME%-% Date of Grant: %%OPTION_DATE,'Month DD, YYYY'%-% Restricted Units Granted: %%TOTAL_SHARES_GRANTED,'999,999,999'%-%
CONSULTING AGREEMENTConsulting Agreement • May 16th, 2024 • Replimune Group, Inc. • Biological products, (no disgnostic substances)
This CONSULTING AGREEMENT (this “Agreement”) is dated as of March 26, 2024 by and between Replimune, Inc. (the “Company”) and Pamela Esposito (the “Consultant,” together with the Company, the “Parties” and each, a “Party”). This Agreement will be effective on April 1, 2024. For the avoidance of doubt, if the Consultant does not execute or revokes the Second Release attached as Exhibit C to the Separation Agreement and Release, dated as of March 26, 2024, between the Company and the Consultant (the “Separation Agreement”), this Agreement shall not become effective, the Term (as defined in Section 3(a) below) of this Agreement shall not commence and this Agreement shall automatically terminate and become null and void ab initio.
CONSULTING AGREEMENTConsulting Agreement • May 16th, 2024 • Replimune Group, Inc. • Biological products, (no disgnostic substances)
This CONSULTING AGREEMENT (this “Agreement”) is dated as of March 31, 2024, by and between Replimune, Inc. (the “Company”) and Tanya Lewis (the “Consultant,” together with the Company, the “Parties” and each, a “Party”). This Agreement will be effective on April 1, 2024. For the avoidance of doubt, if the Consultant does not execute or revokes the Separation Agreement and Release, dated as of March 31, 2024, between the Company and the Consultant (the “Separation Agreement”), this Agreement shall not become effective, the Term (as defined in Section 3(a) below) of this Agreement shall not commence and this Agreement shall automatically terminate and become null and void ab initio.
