Exhibit 10.1
Kura Oncology, Inc.
January 11, 2023
Kirsten Flowers
31 Cherry Hills Farm Drive
Englewood, CO 80113
Re: Transition And Separation Agreement
Dear Kirsten:
Kura Oncology, Inc. (the “Company”) has accepted your notice of resignation to pursue other opportunities. This letter sets forth the terms of the separation agreement (the “Agreement”) that the Company is offering to you to aid in your employment transition.
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[Signatures on the following page]
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If this Agreement is acceptable to you, please sign below on or within twenty-one (21) calendar days from the date you receive it from the Company, and then promptly return the fully signed original to me. The Company’s offer contained herein will automatically expire if we do not receive the fully signed Agreement from you within this timeframe.
We look forward to continuing to work with you during the Transition Period, and wish you the best in your future endeavors.
Sincerely,
Kura Oncology, Inc.
By: | /s/ Troy Wilson |
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Name: | Troy E. Wilson, Ph.D., J.D. |
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Title: | President and Chief Executive Officer |
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Date: | 11-Jan 2023 |
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Exhibit A – Separation Date Release
Exhibit B – Confidentiality Agreement
Exhibit C – Arbitration Agreement
Exhibit D – Notice Of Restrictive Covenants
Understood And Agreed:
/s/ Kirsten Flowers
Kirsten Flowers
11-Jan-2023
Date
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Exhibit A
Separation Date Release
(To be signed and returned on or within 21 calendar days after the Separation Date.)
In consideration for the severance benefits provided to me by Kura Oncology, Inc. (the “Company”) pursuant to the terms of the transition and separation agreement between me and the Company to which this Exhibit is attached (the “Agreement”), I agree to the terms below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
I hereby represent that: (i) I have been paid all compensation owed and have been paid for all hours worked for the Company through the Separation Date; (ii) I have received all the leave and leave benefits and protections for which I am eligible pursuant to the federal Family and Medical Leave Act, California Family Rights Act or otherwise; and (iii) I have not suffered any on-the-job injury for which I have not already filed a workers’ compensation claim.
In exchange for the consideration provided to me under this Agreement to which I would not otherwise be entitled, I hereby generally and completely release the Company and its current and former directors, officers, employees, stockholders, partners, agents, attorneys, predecessors, successors, parents, direct and indirect subsidiaries, insurers, affiliates, investors and assigns (collectively, the “Released Parties”) of and from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to or on the date I sign this Separation Date Release (collectively, the “Released Claims”).
The Released Claims include, but are not limited to: (i) all claims arising out of or in any way related to my employment with or services for the Company or its affiliates, or the termination of that employment or those services; (ii) all claims related to my compensation or benefits from the Company or its affiliates, including salary, bonuses, incentive compensation, commissions, paid time off, expense reimbursements, severance benefits, notice rights, fringe benefits, stock, restricted stock, stock options, or any other ownership interests in the Company or its affiliates; (iii) all claims for breach of contract (oral or written), wrongful termination, and breach of the implied covenant of good faith and fair dealing; (iv) all tort claims, including claims for fraud, misrepresentation, defamation, emotional distress, and discharge in violation of public policy; and (v) all constitutional, federal, state, and local statutory and common law claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the California Family Rights Act (as amended), the California Labor Code (as amended), the California Fair Employment and Housing Act (as amended), the Colorado Anti-Discrimination Act (Colo. Rev. Stat. § 24-34-301 et seq.), the Colorado Labor Relations Act, the Colorado Lawful Off-Duty Activities Statute, and the Colorado Equal Pay Act (Colo. Rev. Stat. § 24-34-301 et. seq.). I acknowledge that I have been advised, as required by California Government Code Section 12964.5(b)(4), that I have the right to consult an attorney regarding this Separation Date Release and that I was given a reasonable time period of not less than five (5) business days in which to do so. I further acknowledge and agree that, in the event I sign this Separation Date Release prior to the end of the reasonable time period provided by the Company, my decision to accept such shortening of time is knowing and voluntary and is not induced by the Company through fraud, misrepresentation, or a threat to withdraw or alter the offer prior to the expiration of the reasonable time period, or by providing different terms to employees who sign such an agreement prior to the expiration of the time period.
I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA (the “ADEA Waiver”), and that the consideration given for this ADEA waiver is in addition to anything of value to which I am already entitled. I further acknowledge that I have been advised, as required by the ADEA, that: (i) my ADEA Waiver does not apply to any rights or claims that may arise after the date I sign this Separation Date Release; (ii) I should consult with an attorney prior to signing this Separation Date Release; (iii) I have twenty-one (21) calendar days to consider this Separation Date Release (although I may choose to voluntarily sign it sooner); (iv) I have seven (7) calendar days following the date I sign this Separation Date Release to revoke my acceptance (by providing written notice of my revocation to Troy E. Wilson, Ph.D., J.D., the Company’s President and Chief Executive Officer); and (v) the Separation Date Release will not be effective until the date upon which the revocation period has expired, unexercised, which will be the eighth calendar day after the date I sign it provided that I do not revoke my acceptance (the “Separation Date Release Effective Date”).
In giving the general releases herein, which includes claims which may be unknown to me at present, I acknowledge that I have read and understand Section 1542 of the California Civil Code, which reads as follows: “A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of claims herein, including but not limited to my release of unknown claims.
Notwithstanding the foregoing, the following claims are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company or its affiliates to which I am a party, the charter, bylaws or operating agreements of the Company or its affiliates, or under applicable law; (ii) any rights that cannot be waived as a matter of law; (iii) any rights I have to file or pursue a claim for workers’ compensation or unemployment insurance; and (iv) any claims for breach of this Agreement.
I understand that nothing in this Separation Date Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (collectively, the “Government Agencies”). I further understand this Separation Date Release does not limit my ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Separation Date Release does not limit my right to receive an award for information provided to the Securities and Exchange Commission, I understand and agree that, to maximum extent permitted by law, I am otherwise waiving any and all rights I may have to individual relief based on any claims that I have released and any rights I have waived by signing this Separation Date Release.
I represent and warrant that, other than the Excluded Claims, I am not aware of any claims that I have or might have against any of the Released Parties that are not included in the Released Claims. Nothing in this Agreement prevents me from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that I have reason to believe is unlawful.
[Signature on the following page]
This Separation Date Release, together with the Agreement (and its exhibits), constitutes the entire agreement between me and the Company with respect to the subject matter hereof. I am not relying on any representation not contained herein or in the Agreement.
By:
Kirsten Flowers
Date:
Exhibit B
Confidentiality Agreement
Exhibit C
Arbitration Agreement
Exhibit D
Notice Of Restrictive Covenants