Exhibit 10.21
October 14, 2022
Ms. Judith Dunn
Dear Judith:
This letter confirms that your Employment Agreement dated March 19, 2021 between you and Fulcrum Therapeutics, Inc. (the "Company") is terminating effective on the Separation Date (as defined below), and summarizes the terms of the separation agreement that the Company is willing to offer as a result of your separation from the Company. Please read this letter agreement (the "Letter Agreement"), which includes a general release, carefully. If you are willing to agree to its terms, please sign in the space provided below and return it to me within 21 days.
it within the appropriate time periods and not revoking your acceptance as set forth below, the Company agrees to provide you the following payments and benefits (the "Severance Benefits") provided that you (i) satisfactorily complete the work deliverables set forth in Attachment A hereto, and (ii) sign and return Attachment B hereto no sooner than the day after the Separation Date and no later than 7 calendar days after the Separation Date:
$461,867.00, less all applicable taxes and withholdings, which sum represents 12 months of pay at your current base salary. This separation pay will be paid to you in the form of salary continuation pursuant to the Company's regularly established payroll procedures over a period of 12 months, beginning with the first regular Company payroll cycle after the Separation Date and expiration of
revocation period set forth in Attachment B, provided that if the revocation period would end in a calendar year subsequent to the year containing the Separation Date, the payments described in this paragraph will not begin before the first Company payroll of such subsequent calendar year.
as amended; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001, et seq.; the Occupational Safety and Health Act, as amended; the Civil Rights Act of 1866, 29 U.S.C. § 1981, et seq.; the Rehabilitation Act of 1973, 29 U.S.C. § 701, et seq.; the Americans With Disabilities Act of 1990, as amended; the Civil Rights Act of 1991; the Massachusetts Law Against Discrimination, G.L. c. 151B; the Massachusetts Wage Payment Statutes, G.L. c. 149, §§ 148, 148A, 148B, 149, 150, 150A-150C, 151, 152, 152A, et seq.; the Massachusetts Wage and Hour Laws, G.L. c. 151§1A et seq.; the Massachusetts Privacy Statute, G.L. c. 214, § 1B; the Massachusetts Sexual Harassment Statute, G.L. c. 214 § 1C; the Massachusetts Civil Rights Act, G.L. c. 12, § 11H, the Massachusetts Equal Rights Act, G.L. c. 93, § 102; the Massachusetts Equal Pay Act, G.L. c. 149, § 105A; the Massachusetts Parental Leave Act, G.L. c. 149, §105D; the Massachusetts Family and Medical Leave Law, G.L. c. 175M; or any other federal or state law, regulation, or ordinance; any public policy, contract, tort, or common law; or any allegation for costs, fees, or other expenses including attorneys' fees incurred in these matters. Notwithstanding anything to the contrary contained in the Letter Agreement, you are not releasing or waiving the following rights or claims: (a) your own vested accrued employee benefits under the Company's health, welfare or retirement benefit plans; (b) claims to the Vested Options, subject to the terms of their governing documents, including but not limited to the Company's 2019 Stock Incentive Plan, as amended by this Letter Agreement; (c) benefits and/or the right to seek benefits under applicable workers' compensation and/or unemployment compensation statutes; (d) claims which by law cannot be waived by signing this Letter Agreement; (e) claims for breach of this Letter Agreement or to enforce this Letter Agreement; (f) any claims arising solely after the execution of this Letter Agreement; (g) claims under ERISA § 502(a)(1)(B), 29 U.S.C. § 1132(a)(1)(B); (h) any rights and/or claims you may have under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"); (i) claims for reimbursement of approved business expenses incurred prior to the date of this Letter Agreement under and subject to the Company's business expense reimbursement policy; (j) rights, if any, to defense and indemnification from the Company or its insurers for actions taken by you in the course and scope of your employment with the Company under and subject to the applicable Company policy; and (k) any right you may have to obtain contribution as permitted by law in the event of entry of judgment against you as a result of any act or failure to act for which you and the Company or its past, present and future trustees, officers, directors, agents, administrators, representatives, employees, affiliates, or insurers are held jointly liable.
For the avoidance of doubt, this general release is intended to release any and all claims you may have under the Massachusetts Wage Act and is intended to resolve any and all disputes related to wages, commissions, bonuses or other compensation of any kind.
In addition, you agree that if any claim is not subject to release, to the extent
permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which the Company or any other Releasee identified in this Letter Agreement is a party.
The Company would like to extend its appreciation to you for your past service, and its sincere hope for success in your future endeavors.
Very truly yours,
/s/ Kim Hazen
Kim Hazen
Chief People Officer
ACKNOWLEDGED AND AGREED TO:
/s/ Judith Dunn
Judith Dunn
Date: 14 Oct 2022
ATTACHMENT A
Transitional Duties:
ATTACHMENT B
By signing below, I hereby affirm the terms, provisions, and my obligations set forth in my Letter Agreement with Fulcrum Therapeutics, Inc. ("Fulcrum" or "the Company") dated October 14, 2022 (the "Letter Agreement") and I agree as follows:
Sections 1981 through 1988 of Title 42 of the United States Code, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Older Workers Benefit Protection Act; the Immigration Reform Control Act, as
amended; the Employee Retirement Income Security Act of 1974, 29 U.S.C.
§ 1001, et seq.; the Occupational Safety and Health Act, as amended; the Civil Rights Act of 1866, 29 U.S.C. § 1981, et seq.; the Rehabilitation Act of 1973, 29
U.S.C. § 701, et seq.; the Americans With Disabilities Act of 1990, as amended; the Civil Rights Act of 1991; the Sarbanes Oxley Act of 2002; the Fair Credit Reporting Act; the Family and Medical Leave Act; the Equal Pay Act; the Genetic Information Nondiscrimination Act of 2008; the Workers Adjustment and Retraining Notification Act; the Massachusetts Law Against Discrimination, G.L.
c. 151B; the Massachusetts Wage Payment Statutes, G.L. c. 149, §§ 148, 148A, 148B, 148C, 149, 150, 150A-150C, 151, 152, 152A, et seq.; the Massachusetts Wage and Hour Laws, G.L. c. 151§1A et seq.; the Massachusetts Privacy Statute,
G.L. c. 214, § 1B; the Massachusetts Sexual Harassment Statute, G.L. c. 214 § 1C; the Massachusetts Civil Rights Act, G.L. c. 12, § 11H, the Massachusetts Equal Rights Act, G.L. c. 93, § 102; the Massachusetts Equal Pay Act, G.L. c. 149, § 105A, the Massachusetts Parental Leave Act, G.L. c. 149, §105D; the Massachusetts Family and Medical Leave Law, G.L. c. 175M; any federal or state law, regulation, or ordinance or any claim for short term disability benefits; any public policy, contract, tort, or common law; or any allegation for costs, fees, or other expenses including attorneys' fees incurred in any matter. Notwithstanding anything to the contrary contained in the Release, I am not releasing or waiving the following rights or claims: (a) my own vested accrued employee benefits under the Company's health, welfare or retirement benefit plans; (b) claims to the
Vested Options (as defined in the Letter Agreement), subject to the terms of their
governing documents, including but not limited to the Company's 2019 Stock Incentive Plan, as amended by the Letter Agreement; (c) benefits and/or the right to seek benefits under applicable workers' compensation and/or unemployment compensation statutes; (d) claims which by law cannot be waived by signing the Release; (e) claims for breach of the Letter Agreement or to enforce the Letter Agreement; (f) any claims arising solely after the execution of the Release; (g) claims under ERISA § 502(a)(1)(B), 29 U.S.C. § 1132(a)(1)(B);
(h) any rights and/or claims I may have under the Consolidated Omnibus Budget
Reconciliation Act of 1985 ("COBRA"); (i) claims for reimbursement of approved
business expenses incurred prior to the date of the Release under and subject to the Company's business expense reimbursement policy; (j) rights, if any, to defense and indemnification from the Company or its insurers for actions taken by me in the course and scope of my employment with the Company under and subject to the applicable Company policy; and (k) any right I may have to obtain contribution as permitted by law in the event of entry of judgment against me as a result of any act or failure to act for which I and the Company or its past,
present and future trustees, officers, directors, agents, administrators, representatives, employees, affiliates, or insurers are held jointly liable.
The revocation must be delivered to Ms. Hazen at the Company by email (khazen@fulcrumtx.com), and regular mail postmarked within seven (7) days
after execution of this Letter Agreement. I further acknowledge that I have been
given a period of more than twenty-one (21) days to consider signing this Release and have been advised to consult with an attorney prior to signing it. I
also understand that any timely revocation of my acceptance of this Release does not void or otherwise affect the enforceability of the release contained in Paragraph 5 of the Letter Agreement to which this Attachment B is attached.
Agreed and Accepted:
/s/ Judith Dunn
Date: 14 Oct 2022