Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the “Agreement”), is made and entered into this 23rd day of April, 2024 (the “Effective Date”), by and between Stoke Therapeutics, Inc. (“Stoke”), and Thomas Leggett (“Executive”).
WHEREAS, Stoke wishes to employ Executive to serve as its Chief Financial Officer;
WHEREAS, Executive represents that Executive possesses the necessary skills to perform the duties of this position and that Executive has no obligation to any other person or entity which would prevent, limit or interfere with Executive’s ability to do so; and
WHEREAS, Executive and Stoke desire to enter into a formal Executive Employment Agreement to assure the harmonious performance of the affairs of Stoke.
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms, provisions, and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties agree as follows:
For the purposes of this Agreement, “Cause” shall mean: (A) fraud, embezzlement, or illegal misconduct in connection with Executive’s duties under this Agreement; (B) commission of a felony involving fraud, dishonesty or breach of trust; (C) willful misconduct or gross negligence in the performance of the duties delegated to Executive; (D) breach of this Agreement; or (E) material breach of Executive’s Non-Competition, Non-Solicitation, Non-Disclosure, and Intellectual Property Agreement (as described below); provided that “Cause” shall not be deemed to have occurred pursuant to subsection (D) hereof unless Executive has first received written notice specifying in reasonable detail the particulars of such ground and that Stoke intends to terminate Executive’s employment hereunder for such ground, and if such ground is curable, Executive has failed to cure such ground within a period of thirty (30) days from the date of his receipt of such notice.
For the purposes of this Agreement, “Good Reason” shall mean: (A) a material reduction in Executive’s then-current Base Salary, provided that such material reduction is unique to Executive and not to all similarly situated executives of Stoke; (B) Executive does not report to the Chief Executive Officer of the parent company following any Change
2
in Control (as that term is defined in Executive’s Change of Control Severance Agreement; (C) a material change in the geographic location at which the Executive provides services to Stoke outside of a fifty (50) mile radius from the then-current location; or (D) any action or inaction by Stoke that constitutes a material breach of this Agreement; provided that “Good Reason” shall not be deemed to have occurred unless: (1) Executive provides Stoke with written notice that Executive intends to terminate Executive’s employment hereunder for one of the grounds set forth above within thirty (30) days of such ground first occurring, (2) if such ground is capable of being cured, Stoke has failed to cure such ground within a period of thirty (30) days from the date of such written notice, and (3) Executive terminates Executive’s employment within seventy five (75) days from the date that Good Reason first occurs. For purposes of clarification, the above-listed conditions shall apply separately to each occurrence of Good Reason and failure to adhere to such conditions in the event of Good Reason shall not disqualify Executive from asserting Good Reason for any subsequent occurrence of Good Reason.
(d) Termination Due to Executive’s Death or Disability. Notwithstanding anything else contained in this Agreement, Stoke may terminate Executive’s employment immediately upon Executive’s death, or due to Executive’s Disability (as defined below) by written notice to Executive that Executive’s employment is being terminated as a result of Executive’s Disability, which termination shall be effective on the date of such notice or such later date as specified in writing by Stoke. For the purposes of this Agreement, “Disability” shall mean Executive’s incapacity or inability to perform Executive’s duties and responsibilities as contemplated herein for one hundred twenty (120) days or more within any one (1) year period (cumulative or consecutive), because Executive’s physical or mental health has become so impaired as to make it impossible or impractical for Executive to perform the duties and responsibilities contemplated hereunder. Determination of Executive’s physical or mental health shall be determined by Stoke after consultation with a medical expert appointed by mutual agreement between Stoke and Executive who has examined Executive. Executive hereby consents to such examination and consultation regarding Executive’s health and ability to perform as aforesaid.
3
4
Subsections (i) and (ii) are referred to as the Severance Benefit. The Severance Benefit is expressly subject to the conditions described above and in Section 4(c) below. Any payment or
5
benefit made as part of such Severance Benefit shall be paid less all customary and required taxes and employment-related deductions.
6
7
Notices to Executive shall be sent to the address specified below, or the last known address in Stoke’s records.
Notices to Stoke shall be sent to:
Jonathan Allan, General Counsel
Stoke Therapeutics, Inc.
45 Wiggins Ave
Bedford, MA 01730
Wendy Baccari, Senior Director, HR Operations
Stoke Therapeutics, Inc.
45 Wiggins Ave
Bedford, MA 01730
with a copy to:
Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C.
701 Pennsylvania Avenue NW #900
Washington, DC 20004
Fax:
Attn: David Barmak, Esq.
8
[Signature Page to Follow]
9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
Thomas Leggett
/s/ Thomas Leggett_________ Printed name
/s/ Thomas Leggett_________ Signature
Address:
Date:_April 23, 2024________
| STOKE THERAPEUTICS, INC.
/s/ Joan Wood______________ By: Joan Wood Title: Chief Human Resources Officer |
IF " DOCVARIABLE "SWDocIDLocation" 3" = "3" " DOCPROPERTY "SWDocID" 99500138v.4" "" 99500138v.4
10