Exhibit 10.34
SAVARA INC.
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the “Agreement”) is entered into as of November 10, 2022 (the “Effective Date”) by and between Savara Inc. (the “Company”), and Raymond D. Pratt,
M.D. (“Executive”).
WHEREAS, the Company desires to employ Executive as the Company’s Chief Medical Officer pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Company and Executive agree as follows:
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Committee of the Board (the “Compensation Committee”) or the Board’s or Compensation Committee’s delegate, in its sole discretion (the “Target Bonus”). The amount of the Target Bonus paid to Executive will be determined at the sole discretion of the CEO, the Board or the Compensation Committee and will be paid in accordance with the Company’s normal payroll practices, subject to Executive’s continued employment with the Company through the payment date. Executive will be eligible to receive a pro-rated Target Bonus for fiscal 2022.
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For the avoidance of doubt, if (A) the Company terminates Executive’s employment with the Company other than for Cause, death or Disability, or Executive resigns from such employment for Good Reason prior to any Change of Control, which qualifies Executive for severance benefits pursuant to this Section 6(a) and (B) a Change of Control occurs within the three (3)-month period following such termination, which would otherwise qualify Executive for superior severance benefits under Section 6(b), then Executive instead will be eligible to receive such superior severance benefits under Section 6(b), which will be reduced by the applicable amount, if any, previously paid under this Section 6(a), and, subject to Section 7, will be paid in a lump sum on the first payroll date immediately following such Change of Control.
(18) months of Executive’s then-current Base Salary, plus (b) 100% of Executive’s Target Bonus, plus (c) a pro-rated portion of Executive’s Target Bonus based on the number of days Executive was employed by the Company during the relevant performance period.
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(A) twelve (12) months from the date of Executive’s termination of employment, or (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans, provided Executive or Executive’s authorized legal representative (as the case may be) timely elects and pays for COBRA coverage and remains eligible for COBRA coverage.
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Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by a nationally recognized certified professional services firm selected by the Company (the “Firm”) whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section
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Notwithstanding the foregoing under this section, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if:
(x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
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(90) days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than thirty (30) days following the date the Company receives such notice, and such condition has not been cured during such period.
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(1) day after being sent by a well-established commercial overnight service, or (iii) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing:
If to the Company:
Savara Inc.
Attn: Chair of the Compensation Committee of the Board of Directors 6836 Bee Cave Road, Building 3, Suite 201
Austin, TX 78746 If to Executive:
at the last residential address known by the Company.
and is capable of substantial performance by both the Company and the Executive, then remainder shall be enforced to the extent permitted by law.
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[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.
COMPANY: |
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SAVARA INC. |
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/s/ David L Lowrance |
| Date: November 10, 2022 | ||
Name: David L Lowrance |
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Title: CFO |
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EXECUTIVE: | Raymond D Pratt, MD, FACP | Digitally signed by Raymond D Pratt, MD, FACP Date: 2022.11.10 08:24:45 -05'00' |
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| Date: November 10, 2022 | ||
Raymond D. Pratt, M.D. |
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[SIGNATURE PAGE TO EXECUTIVE EMPLOYMENT AGREEMENT]
EXHIBIT A
SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release (“Agreement”) is made by and between Raymond D. Pratt, M.D. (“Employee”) and Savara Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
RECITALS
WHEREAS, Employee was employed by the Company;
WHEREAS, Employee signed an Executive Employment Agreement with the Company on [•] , 2022 (the “Employment Agreement”);
WHEREAS, Employee signed a Proprietary Information and Inventions Assignment Agreement with the Company (the “Confidentiality Agreement”);
WHEREAS, the Company terminated Employee’s employment with the Company effective [ ] (the “Termination Date”); and
[OR]
WHEREAS, Employee voluntarily resigned from employment with the Company effective [Date] the “Separation Date”); and
WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that the Employee may have against the Company and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Employee’s employment with or separation from the Company;
NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and Employee hereby agree as follows:
COVENANTS
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Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. This release does not release claims that cannot be released as a matter of law, including any Protected Activity (as defined below). This release does not extend to any right Employee may have to unemployment compensation benefits or workers’ compensation benefits. Employee represents that Employee has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section.
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Employee, being aware of said principle, agrees to expressly waive any rights he may have to that effect, as well as under any other statute or common law principles of similar effect.
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.
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| RAYMOND D. PRATT, M.D., an individual | |
Dated: |
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| Raymond D. Pratt, M.D. | |
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| SAVARA INC. | |
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Dated: |
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| [Officer Name] | |
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| [Officer Title] |