Exhibit 10.17
SEPARATION AND RELEASE AGREEMENT
This SEPARATIONAND RELEASE AGREEMENT (the “Agreement”) is entered into by and among Margaret Olinger, M.B.A. (the “Executive”), and Amylyx Pharmaceuticals, Inc., a Delaware corporation (the “Company”). This Agreement is entered into effective as of December 31, 2023. The Executive and the Company are hereinafter collectively referred to as the “Parties” and each are individually referred to as a “Party”.
Recitals
WHEREAS, the Company currently employs the Executive as the Chief Commercial Officer of the Company pursuant to that certain Executive Employment Agreement, by and between the Parties, dated as of January 5, 2022 (the “Employment Agreement”);
WHEREAS, in connection with the Employment Agreement, the Executive entered into a certain Employee Confidentiality, Assignment and Nonsolicitation Agreement with the Company, dated as of January 3, 2022 (the “Restrictive Covenant Agreement”) and a certain Officer Indemnification Agreement with the Company, dated as of January 6, 2021 (the “Indemnification Agreement”);
WHEREAS, the Executive’s employment from the Company will be terminated (the “Separation”) effective December 31, 2023 unless an earlier date is mutually agreed to in writing by the Parties (such date, the “Date of Termination”);
WHEREAS, the Separation shall be a termination by the Company without “Cause” as provided in Section 3(d) of the Employment Agreement;
WHEREAS, this Agreement represents the “Notice of Termination” as provided for in Section 4(a) of the Employment Agreement;
WHEREAS, as a result of the Separation, the Executive is entitled to certain severance pay and benefits pursuant to Section 5 of the Employment Agreement, the receipt of which is conditioned upon the Executive entering into a “Separation Agreement” (as defined in the Employment Agreement)
WHEREAS, this Agreement is that Separation Agreement;
WHEREAS, pursuant to the terms of this Agreement, the Parties desire to amicably end the Executive’s employment relationship with the Company under the Employment Agreement, notwithstanding any prior agreements to the contrary.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by, between and among the Parties hereto as follows:
Agreement
In consideration of the foregoing Recitals and the mutual promises and covenants herein contained, and for other good and valuable consideration, the Parties, intending to be legally bound, agree as follows:
Executive’s performance of obligations pursuant to this Section 6.4 upon presentation of receipts. Nothing about the foregoing shall preclude the Executive from testifying truthfully in any forum or from providing truthful information to any regulatory authority or require the Executive to waive any attorney-client privilege or protection or violate any applicable law.
7. NOTICES. Any notices, requests,demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Board of Directors of the Company.
8. ASSIGNMENT AND BINDINGEFFECT. This Agreement shall inure to the benefit of and be binding upon the Executive and the Company, and each of the Executive’s and the Company’s respective successors, executors, administrators, heirs and permitted assigns. Because of the unique and personal nature the Executive’s duties under this Agreement, neither this Agreement nor any rights or obligations under this Agreement shall be assignable by the Executive.
9. CHOICE OF LAW. This Agreement shall be construed and interpreted in accordance with the internal laws of the Commonwealth of Massachusetts without regard to its conflict of laws principles. With respect to any disputes concerning federal law, such disputes shall be determined in accordance with the law as it would be interpreted and applied by the United States Court of Appeals for the First Circuit.
10. JURISDICTION AND VENUE. The Parties hereby consent to the jurisdiction of the state and federal courts of the Commonwealth of Massachusetts. Accordingly, with respect to any such court action, the Executive (a) submits to the personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.
11. 280G. In the event that any compensation, payment or distribution by the Company to the Executive or the Executive’s benefit, whether paid or payable or distributed or distributable pursuant to this Agreement or otherwise (the “Parachute Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, then (a) the Executive shall execute a customary waiver agreeing to reduce any such Parachute Payments (but not below zero) to the extent necessary so that the maximum Parachute Payments shall not exceed the Threshold Amount (the “Reduction Amount”), and (b) the Company shall use reasonable efforts to satisfy the shareholder approval requirements set forth in Q/A 7 of Treasury Regulations Section 1.280G-1with respect to such Reduction Amount, and if such requirements are satisfied then such Reduction Amount shall become payable pursuant to this Agreement or otherwise as if subsection (a) above had not applied thereto. For purposes of this Section, “Threshold Amount” shall mean three times the Executive’s “base amount” within the meaning of Section 280G(b)(3) of the Code and the regulations thereunder, less one dollar.
12. INTEGRATION; NO RELIANCE. This Agreement, the Preserved Sections (including, without limitation, the Restrictive Covenant Agreement, all of which, for the avoidance of doubt, are subject to Section 7 of this Agreement), the Indemnification Agreement and the Equity Documents represent and contain the complete, final and exclusive agreement of the Parties relating to the terms and conditions of the Executive’s termination of employment from the Company and engagement by the Company as an Advisor and supersede all prior and contemporaneous oral and written employment agreements or arrangements between the Parties, including, without limitation, the Employment Agreement, except the Preserved Sections (including, without limitation, the Restrictive Covenant Agreement, all of which, for the avoidance of doubt, are subject to Section 7 of this Agreement) and as otherwise expressly preserved in this Agreement. In signing this Agreement, the Executive is not relying on any agreement, statement or promise of the Company except as is expressly contained in this Agreement.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
AMYLYX PHARMACEUTICALS, INC. | |
By: | /s/ Joshua B. Cohen |
Joshua B. Cohen | |
President and Co-CEO | |
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EXECUTIVE | |
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By: | /s/ Margaret Olinger |
| Margaret Olinger, M.B.A. |
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Exhibit A
Rider
This RIDER (the “Rider”) is entered into by and among Margaret Olinger, M.B.A. (the “Executive”), and Amylyx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), relative to the Separation and Release Agreement (the “Agreement”) executed between the parties. This Rider is entered into effective as of , 2023. The Executive and the Company are hereinafter collectively referred to as the “Parties” and each are individually referred to as a “Party”.
WHEREAS, pursuant to Section 3 of the Agreement, Company has agreed to amend Executive’s vested stock options to extend the period of time in which the Executive may exercise such vested stock options until the earlier of six (6) months from the Date of Termination (as defined in the Agreement) or the Expiration Date of such stock options,notwithstanding anything to the contrary in the Equity Documents (as defined in the Agreement);
WHEREAS, Executive wishes to accept this offer and effectuate the extension;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by, between and among the Parties hereto as follows:
Agreement
1. AGREEMENT TO EXTEND EXERCISE PERIOD. Company and Executive agree to the amendment of Executive’s vested stock options as described in Section 3 of the Agreement. I acknowledge that by agreeing to this amendment, any stock option that was intended to be an “incentive stock option,” shall no longer qualify as an “incentive stock option” under the Internal Revenue Code of 1986,as amended, and shall instead be taxed as a non-statutory stock option.
IN WITNESSWHEREOF, the Parties have executed this Agreement as of the date first above written.
AMYLYX PHARMACEUTICALS, INC. | |
By: |
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Name: |
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Title: |
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MARGARET OLINGER, M.B.A. |