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Exhibit 10.19
SEVERANCE AGREEMENT
This Severance Agreement (this “Agreement”) is made between Fulcrum Therapeutics, Inc. (the “Company”) and Bryan Stuart (the “Executive”). The Company together with the Executive shall be referred to as the “Parties”.
WHEREAS, the Parties entered into an Employment Agreement dated March 31, 2021 (the “Employment Agreement”), which superseded in all respects the prior employment agreement between the Parties dated July 3, 2019 (the “Prior Agreement”);
WHEREAS, pursuant to the Employment Agreement, the Company and the Executive each retained the right to terminate the Executive’s employment by the Company without any breach of the Employment Agreement under the circumstances set forth in Section 7 of the Employment Agreement;
WHEREAS, the Executive’s employment will end on January 2, 2023 (the “Date of Separation”), and the Parties are treating the ending of his employment as a termination without Cause pursuant to Section 7(b) of the Employment Agreement;
WHEREAS, if the Executive enters into, does not revoke and complies with this Agreement, the Executive will be eligible to receive the severance pay and benefits as described in this Agreement; and
WHEREAS, this Agreement is the “Severance Agreement” referred to in the Employment Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
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has timely submitted appropriate documentation in accordance with Section 5 of the Employment Agreement, and (iii) any amounts or benefits to which the Executive is entitled under the terms of the benefit plans then-sponsored by the Company in accordance with their terms (and not accelerated to the extent acceleration does not satisfy Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”).
$220,000, less applicable tax withholdings, to be paid on the date that the Company’s executives receive their 2022 bonuses, and in any event no later than March 15, 2023.
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eighteen (18) months following the Date of Separation and (ii) the original 10-year expiration date for such vested stock options as provided in the Equity Documents (the “Extended Exercise Period”). The Company advises the Executive to consult his personal tax advisor regarding the tax impact of the Extended Exercise Period.
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released by this Agreement. The Executive represents that he has not assigned to any third party and has not filed with any agency or court any Claim released by this Agreement.
In consideration for the promises and covenants contained herein, the Company acknowledges that it knows of no claims, liabilities, obligations, promises, causes of action, actions, suits or demands, of whatever kind or character, arising from or relating to any omissions, acts or facts that have occurred up until and including the date of this Agreement. The Company further agrees that the Indemnification Agreement remains in full force and effect in accordance with its terms.
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(i) the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company, and (ii) the investigation, whether internal or external, of any matters about which the Company believes the Executive may have knowledge or information. The Executive’s full cooperation in connection with such claims, actions or investigations shall include, but not be limited to, being available to meet with counsel to answer questions or to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. The Executive also shall cooperate reasonably with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 8, including but not limited to the Executive’s reasonable attorneys’ fees in the event the parties mutually agree that a conflict of interest exists with respect to the Executive’s performance of obligations pursuant to this Section 8.
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(i) obligation to testify truthfully in any legal proceeding; (ii) right to file a charge, claim or complaint with any federal agency (such as the Equal Employment Opportunity Commission) or any state or local governmental agency or commission (together, a “Government Agency”), provided that the Executive waives any right to monetary or other individualized relief (either individually or as part of any collective or class action); provided further that nothing in this Agreement limits any right that the Executive may have to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission; or (iii) ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency.
(21) days before executing it (the “Consideration Period”). To accept this Agreement, the Executive must return a signed, unmodified original or PDF copy of this Agreement so that it is received by the undersigned at or before the expiration of the Consideration Period. If the Executive signs this Agreement before the end of the Consideration Period, the Executive acknowledges that such decision was entirely voluntary and that the Executive had the opportunity to consider this Agreement for the entire Consideration Period. For the period of seven (7) days from the date when the Executive signs this Agreement, the Executive has the right to revoke this Agreement by written notice to the undersigned, provided that such notice is delivered so that it is received at or before the expiration of the seven (7) day revocation period. This Agreement shall not become effective or enforceable during the revocation period. This Agreement shall become effective on the first business day following the expiration of the revocation period (the “Effective Date”).
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Agreement or the Continuing Obligations shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. This Agreement may not be modified or amended except in a writing signed by both the Executive and a duly authorized officer of the Company.
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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. The Company and the Executive each hereby irrevocably waives any right to a trial by jury in any action, suit or other legal proceeding arising under or relating to any provision of this Agreement.
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IN WITNESS WHEREOF, the Parties, intending to be legally bound, have executed this Agreement on the date(s) indicated below.
COMPANY:
FULCRUM THERAPEUTICS, INC.
| By: | /s/ Curt Oltmans |
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| Name: | Curt Oltmans |
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| Title: | Chief Legal Officer |
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| Date: | January 3, 2023 |
EXECUTIVE:
| By: | /s/ Bryan Stuart |
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| Name: | Bryan Stuart |
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| Date: | January 3, 2023 |
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