SEPARATION AND RELEASE OF CLAIMS AGREEMENT
This Separation and Release of Claims Agreement (the “Agreement”) is made by and between Aileron Therapeutics, Inc. (the “Company”), having its principal place of business at 738 Main Street, Unit #398, Waltham, MA 02451, and D. Allen Annis, Ph.D., having an address at 38 Langdon Street, Cambridge, MA 02138 (“Executive” and, together with the Company, the “Parties”).
WHEREAS, the Company and Executive are parties to an employment offer letter dated as of November 15, 2007 and a Severance Agreement dated as of November 5, 2018 (collectively, the “Employment Agreements”);
WHEREAS, the Parties mutually have agreed to establish terms for Executive’s separation from the Company, including, without limitation, Executive’s separation, effective as of April 15, 2023 (the “Separation Date”), from employment with the Company, from Executive’s position as the Company’s Senior Vice President, Research, and from any and all other positions Executive held as an officer of the Company; and
WHEREAS, the Parties agree that the payments, benefits and rights set forth in this Agreement shall be the exclusive payments, benefits and rights due to Executive, and the Parties acknowledge and agree that Executive is not eligible to receive any other payments or benefits as a result of Executive’s separation from the Company, including, without limitation, pursuant to the Employment Agreements.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
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Executive is entitled to exercise only those stock options granted to Executive under the Company’s 2006 Stock Incentive Plan, as amended, 2016 Stock Incentive Plan, 2017 Stock Incentive Plan and 2021 Stock Incentive Plan (collectively, the “Option Plans”) that are vested through the Separation Date, and only in accordance with the terms and conditions of the applicable Option Plan, including (without limitation) those provisions regarding the time in which Executive may exercise vested options. Except for those vested options, Executive acknowledges and agrees that Executive does not now have, and will not in the future have, rights to vest in any other equity plans (of whatever name or kind, including, without limitation, any stock option or restricted stock plan) that Executive participated in or was eligible to participate in during Executive’s employment with the Company.
Other than the Separation Benefits and Accrued Obligations, Executive will not be eligible for, nor shall Executive have a right to receive, any payments or benefits from the Company following the Separation Date.
It is intended that each installment of the separation payments and benefits provided under this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder (“Section 409A”). Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A.
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IN WITNESS WHEREOF, the Parties have set their hands and seals to this Agreement as of the date(s) written below.
AILERON THERAPEUTICS, INC.
By: /s/ Manuel C. Alves Aivado, M.D., Ph.D. Date: 24 April 2023
Name: Manuel C. Alves Aivado, M.D., Ph.D.
Title: President and Chief Executive Officer
EXECUTIVE
/s/ D. Allen Annis, Ph.D. Date: 24 April 2023
D. Allen Annis, Ph.D.
Attachment A
OLDER WORKERS BENEFIT PROTECTION ACT
NOTICE TO EMPLOYEES
As a result of the Company’s failed clinical trial necessitating the elimination of nearly all positions as Company looks to reduce costs and expenses as it explores strategic alternatives, your employment with the Company is being terminated and you have been selected to receive an offer of severance benefits in exchange for signing a release and waiver of claims. In selecting employees for termination and eligibility for this severance program, the Company considered retaining only those employees needed to assist the Company with the exploration of strategic alternatives. In connection with this severance program, you are being provided with information as to: (i) any class, unit or group of individuals terminated and covered by such program, any eligibility factors for such termination and, therefore, eligibility for such program, and any time limits applicable to such program; and (ii) the job title and ages of all individuals terminated and, therefore, eligible or selected for the program, and the job titles and ages of all individuals in the same job classification or organizational unit who are not terminated and, therefore, are not eligible or selected for the program.
The Company determined that all employees in the classes, units or departments in the chart below would be eligible for the severance program. All employees who are being terminated in connection with this reduction in force have been selected for the program and their job titles and ages have been indicated in the chart below. The job titles and ages of employees who were not selected for the program are also indicated in the below chart.
Employees who were selected and are age forty and over shall have at least forty-five (45) days to consider the Company’s severance offer and may revoke their agreement to participate in the severance program within seven (7) days of their execution of such an agreement. Employees who were selected and are under age forty shall have at least seven (7) days to consider the Company’s severance offer and do not have a right of revocation.
Class/Unit/Department | Employee Title | Age on Separation Date | Selected | Not Selected |
R&D | Senior Vice President, Research |
50 | X |
|
Clinical Operations | Vice President, Clinical Development | 53 | X |
|
Clinical Operations | Vice President of Clinical Operations and Program Management | 52 | X |
|
Clinical Operations | Executive Director, Clinical Operations | 45 | X |
|
Clinical Operations | Associate Director of Clinical Operations | 43 | X |
|
Finance | Analyst | 27 | X |
|
Executive | President and Chief Executive Officer | 52 |
| X |
Finance | Controller | 36 |
| X |
Finance | Analyst | 23 |
| X |