Exhibit 10.3
May 2, 2024
Stephen Tulipano
Email:
Re: Terms of Separation
Dear Stephen:
This letter confirms the agreement (“Agreement”) between you and Stoke Therapeutics, Inc. (the “Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.
Stephen Tulipano
Page 2
By signing below, you acknowledge that you are receiving the separation compensation outlined in this section in consideration for waiving your rights to claims referred to in this Agreement and that you would not otherwise be entitled to the separation compensation.
Stephen Tulipano
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d. You and the Company do not intend to release claims that you may not release as a matter of law, including but not limited to any claims for enforcement of this Agreement. To
Stephen Tulipano
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the fullest extent permitted by law, any dispute regarding the scope of this general release shall be determined by an arbitrator under the procedures set forth in the arbitration clause below.
Stephen Tulipano
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Stephen Tulipano
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If you agree to abide by the terms outlined in this Agreement, please sign this and return it to me. I wish you the best in your future endeavors.
Sincerely,
Stoke Therapeutics, Inc.
By: /s/ Edward M. Kaye
Edward M. Kaye, Chief Executive Officer
READ, UNDERSTOOD AND AGREED
/s/ Stephen Tulipano Date: May 7, 2024
Stephen Tulipano
EXHIBIT A
ADVISOR AGREEMENT
Stoke Therapeutics, Inc.
May 7, 2024
Via Email
Stephen Tulipano
Re: Advisory Services to Stoke Therapeutics, Inc.
Dear Stephen:
This letter agreement is to confirm our understanding with respect to your role as an advisor to Stoke Therapeutics, Inc. (the “Company”). The Company looks forward to a continued mutually beneficial association with you on the following terms, which are hereby made effective as of May 8, 2024, the date on which you first started providing advisory services to the Company (the “Effective Date”):
If the foregoing represents your understanding of your role as an advisor to the Company, please sign below and return the executed letter agreement to me.
Very truly yours,
Stoke Therapeutics, Inc.
By: /s/ Edward M. Kaye
Edward Kaye,
Chief Executive Officer
AGREED AND CONSENTED TO:
/s/ Stephen Tulipano
Stephen Tulipano
EXHIBIT 1 TO ADVISOR AGREEMENT
DEFEND TRADE SECRETS ACT, 18 U.S. CODE § 1833 NOTICE:
18 U.S. Code Section 1833 provides as follows:
Immunity From Liability For Confidential Disclosure Of A Trade Secret To The Government Or In A Court Filing. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made, (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
EXHIBIT B
Invention Assignment, Confidentiality and Non-Competition Agreement