Exhibit 10.22
Synlogic Operating Company, Inc.
301 Binney Street, Suite 402
Cambridge, MA 02142
Provided by February 16, 2024
Tony Awad
Dear Tony,
The purpose of this letter agreement (“Agreement”) is to confirm the terms of this separation of employment from Synlogic, Inc. (“Synlogic” or “the Company”).1 The Severance Pay and Benefits described below are contingent on your agreement to and compliance with the provisions of this Agreement, as set forth below. In order to accept the Severance Pay and Benefits offered in this Agreement, you must sign and return the same on, or before April 1, 2024. This Agreement shall be effective on the eighth (8th) day after you sign the same (the “Effective Date”).
1 Except for the obligations set forth in Section 2 which shall be solely the obligations of Synlogic, Inc.,whenever the term Synlogic, Inc. is otherwise used in this Agreement (including, without limitation, Section 7), it shall be deemed to include Synlogic, Inc., and any and all of its divisions, affiliates and subsidiaries and all related entities (including investors), and its and their directors, officers, employees, agents, successors and assigns.
Exhibit 10.22
ii. You acknowledge and agree that the Severance Pay and Benefits set forth in the sub-sections above are consistent with the provisions of the Brennan Employment Agreement, and that your signing of this Agreement is a condition precedent to the receipt of such Severance Pay and Benefits.
Exhibit 10.22
Your waiver and release is intended to bar any form of legal claim,lawsuit, charge, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking money or any other form of relief, including but not limited to equitable relief (whether declaratory, injunctive or otherwise), damages or any other form of monetary recovery (including but not limited to back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs). You understand that there could be unknown or unanticipated Claims resulting from your employment with the Company and the termination of your employment, and you agree that such Claims are included in this waiver and release. You specifically waive and release the Company from any Claims arising from or related to your employment relationship with the Company or the termination of your employment, including without limitation Claims under any statute, ordinance, regulation, executive order, common law, constitution and/or other source of law of any state, country and/or locality (collectively and individually referred to as “Law”), including but not limited to the United States, the Commonwealth of Massachusetts, and/or any other state or locality where you worked for the Company.
Without limiting the foregoing general waiver and release, except for Claims resulting from the failure of the Company to perform its obligations under this Agreement, you specifically waive and release the
Exhibit 10.22
Company from any Claims arising from or related to your employment relationship with the Company or the termination thereof, including without limitation:
Notwithstanding the foregoing, this Section shall not release Synlogic from any obligation expressly set forth in this Agreement. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the Severance Pay and Benefits provided for in this Agreement.
Further, it is the Company’s desire and intent to make certain that you fully understand the provisions and effects of this Agreement. To that end, the Company hereby advises you in writing to consult with legal counsel prior to signing this Agreement for the purpose of reviewing the terms of this Agreement. Also, because you are at least age 40, and consistent with the provisions of the OWBPA,you are being provided with certain information, in the chart attached as Exhibit B to this Agreement, pertaining to the ages and job titles of employees in the same decisional unit who are affected and who are not affected by the reduction in force that is resulting in the termination of your employment. In addition, consistent with the provisions of the OWBPA, the Company is providing you with over forty-five (45) days from the date you are provided this Agreement to consider and accept the terms of this Agreement by signing below and returning it to Mary Beth Dooley, Head of Finance at marybeth@synlogictx.comor returning it to Synlogic, 301 Binney St, Cambridge, MA 02142 c/o
Exhibit 10.22
Mary Beth Dooley, Head of Finance, and notifying Mary Beth Dooley by email that it has been sent by hard copy. You further agree that any changes to this Agreement will not restart the running of this 45-day period. In addition, you may rescind your assent to this Agreement if, within seven(7) days after you sign this Agreement, you deliver a notice of rescission to Synlogic. To be effective, such rescission must be hand delivered or postmarked within the seven (7) day period and sent by certified mail, return receipt requested, to Mary Beth Dooley at Synlogic at the above referenced address.
Also, consistent with the provisions of state and federal discrimination laws (the “Discrimination Laws”), nothing in the general waiver and release set forth in Section 7 above shall be deemed to prohibit you from challenging the validity of this release under the Discrimination Laws or from filing a charge or complaint of age or other related discrimination with the Equal Employment Opportunity Commission (“EEOC”) or similar state agency, or from participating in any investigation or proceeding conducted by the EEOC or such state agency. However, the release in Section 7 does prohibit you from seeking or receiving monetary damages or other individual-specific relief in connection with any such charge or complaint of age or other work-related discrimination. Further, nothing in this Agreement shall be deemed to limit Synlogic’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the Discrimination Laws, or Synlogic’s right to seek restitution or other legal remedies to the extent permitted by law of the economic benefits provided to you under this Agreement in the event that you successfully challenge the validity of this release and prevail in any claim under the Discrimination Laws.
It is Synlogic’s desire and intent to make certain that you fully understand the provisions and effects of this Agreement. By executing this Agreement, you are acknowledging (a) that you have been afforded sufficient time to understand the terms and effects of this Agreement and to consult with legal counsel, (b) that your agreements and obligations hereunder are made voluntarily, knowingly and without duress, and (c) that neither Synlogic nor its agents or representatives have made any representations inconsistent with the provisions of this Agreement.
Exhibit 10.22
If you agree to the terms of this Agreement, please sign and return the enclosed copy of this Agreement by no later than April 1, 2024.
Very truly yours,
Synlogic, Inc.
/s/ Aoife Brennan Accepted and Agreed To:
By: Aoife Brennan. CEO /s/ Tony Awad
Dated: 2/16/2024 Dated: 2/17/2024