Exhibit 10.1
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release (the “Agreement”) by and between Matthew Plunkett (“Executive”) and Imago Biosciences, Inc. (the “Company”) (together referred to as the "Parties"), is made with reference to the following facts:
A. WHEREAS, Executive is Chief Financial Officer of the Company and was employed pursuant to the terms of an offer letter dated December 31, 2020 (the "Employment Agreement").
B. WHEREAS, in conjunction with his employment by the Company, Executive entered into the Company's Confidential Information and Invention Assignment Agreement (the "Confidentiality Agreement"), attached as Exhibit A hereto.
C. WHEREAS, Executive received options to purchase equity in the Company, pursuant to the Company's 2021 Equity Incentive Plan and applicable notices of grant and equity awards agreements (together the "Equity Award Agreements"), Executive's vesting in which is as reflected in the Report attached as Exhibit B hereto.
E. WHEREAS, Executive and the Company entered into a Change in Control and Severance Agreement with effective date of July 20, 2021 (the "CiC Agreement").
F. WHEREAS, Executive's employment as Chief Financial Officer, and his status as an employee and officer of the Company, shall end effective upon the Separation Date (as defined below).
G. WHEREAS, Executive and the Company want to end their relationship amicably and also to establish the obligations of the parties including, without limitation, all amounts due and owing to the Executive.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:
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“A general release does not extend to claims that 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.”
BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
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(Signature page(s) follow)
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IN WITNESS WHEREOF, the undersigned have caused this Separation Agreement to be duly executed and delivered as of the date indicated next to their respective signatures below.
MATTHEW PLUNKETT
DATED: Sept 28, 2021
/s/ Matthew Plunkett
Matthew Plunkett
IMAGO BIOSCIENCES, INC.
DATED: 28 Sept, 2021
By: /s/ Hugh Young Rienhoff, Jr. M.D.
Name: Hugh Young Rienhoff, Jr.
Title: Chief Executive Officer
EXHIBIT A
CONFIDENTIAL Information and Invention AsSIGNMENT Agreement
Intentionally Omitted Pursuant To Regulation S-K, Item 601(A)(5)
EXHIBIT B
REPORT OF EQUITY AWARDS
Intentionally Omitted Pursuant To Regulation S-K, Item 601(A)(5)
EXHIBIT C
AGREED STATEMENT REGARDING EXECUTIVE'S EMPLOYMENT SEPARATION
Intentionally Omitted Pursuant To Regulation S-K, Item 601(A)(5)
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