Exhibit 10.22
September 11, 2023 Thomas Beetham
Dear Tom:
The purpose of this letter agreement (“Agreement”) is to confirm the terms of your separation of employment from Magenta Therapeutics, Inc. (“Magenta” or the “Company”).1 The Consideration being offered below is contingent on your agreement to and compliance with the provisions of this Agreement. This Agreement shall be effective on the eighth (8th) day after you sign it (the “Effective Date”), at which time it shall become final and binding on all parties.
1 Except for the obligations set forth in Section 2, which shall be solely the obligations of Magenta, whenever the terms “Magenta Therapeutics, Inc.,” “Magenta” or the “Company” are otherwise used in this Agreement (including, without limitation, Section 6), it shall be deemed to include Magenta Therapeutics, Inc. and any and all of its investors, divisions, affiliates, successors (including Dianthus Therapeutics, Inc. and Dianthus Therapeutics OpCo, Inc.), and subsidiaries and all related entities, and its and their directors, officers, employees, agents, successors and assigns.
1985 (“COBRA”) as such plans are being terminated on the Separation Date, with coverage ending on September 30, 2023.
$523,489.73 (less all required payroll taxes and withholdings).
ch. 151B), the Massachusetts Sexual Harassment Law (Mass. Gen. L. ch. 214, § 1C), the Massachusetts Equal Pay Act (Mass. Gen. L. ch. 149, § 105A), the Massachusetts Civil Rights Act (Mass. Gen. L. ch. 12, §§ 11H, 11I), the Massachusetts Equal Rights Act (Mass. Gen. L. ch. 93, §§ 102, 103, Title VII of the Civil Rights Act of 1964
(42 U.S.C. § 2000e et seq.), 42 U.S.C. § 1981, the Americans with Disabilities Act (the “ADA”) (42 U.S.C. § 12101 et seq.), the Pennsylvania Human Relations Act (43 P.S. § 951 et seq.), the New Jersey Law Against Discrimination (N.J.S.A. 10:5-1 et seq.), the New Jersey Conscientious Employee Protection Act (N.J.S.A. 34:19-1 et seq.), the Age Discrimination in Employment Act (the “ADEA”) (29 U.S.C. § 621 et seq.), the Older Workers Benefits Protection Act (“OWBPA”) (29 U.S.C. § 621 et seq.), and the Genetic Information Nondiscrimination Act of 2008 (“GINA”) (42 C.F.R. § 2000ff et seq.), each as they may have been amended through the Effective Date of this Agreement;
ch. 175M), the Fair Labor Standards Act (“FLSA”) (29 U.S.C. § 201 et seq.), the Family and Medical Leave Act of 1993 (29 U.S.C. § 2601 et seq.), the New Jersey Family Leave Act (N.J.S.A. 34:11B-1 et seq.), the New Jersey Temporary Disability Leave Law (N.J.S.A. 43:21-25 et seq.), the New Jersey Equal Pay Act (N.J.S.A. 34:11-
56.2 et seq.), the New Jersey Wage Payment Law (N.J.S.A. 34:11-4.1 et seq.), the New Jersey Wage and Hour Law (N.J.S.A. 34:11-56a et seq.), and the Worker Adjustment and Retraining Notification (WARN) Act (42 U.S.C. § 2601 et seq.), each as they may have been amended through the Effective Date of this Agreement. You specifically acknowledge that you are waiving any Claims for unpaid wages under these and other Laws;
Company’s policies or benefit plans; and
(45) days to consider and accept the provisions of this Agreement, and any changes to this Agreement, whether material or immaterial, will not restart the running of this 45-day period. In addition, you may rescind your assent to this Agreement if, within seven (7) days after the date you sign this Agreement, you email a written notice of rescission to Stephen Mahoney, President, Chief Operating and Financial Officer, at smahoney@magentatx.com, with a copy to Michael Patrone of Goodwin Procter LLP, at MPatrone@goodwinlaw.com. You also are being provided with certain information, in the chart attached as Exhibit B, pertaining to the ages and job titles of employees in the relevant decisional unit who are affected and who are not affected by the reduction in force.
agency, not by the Company. The Company agrees to provide any and all requested or necessary documents to enable you to seek unemployment benefits.
Consideration paid pursuant to this Agreement to the Company or (b) enforce the portions of the Agreement not found to be unenforceable.
terms;
attorney before executing this Agreement and have consulted with such counsel as you deemed necessary;
If you agree to the terms of this Agreement, please sign, date and return the enclosed copy of this Agreement to me by email at smahoney@magentatx.com within the time frame set forth above but in no event prior to the Separation Date.
Very truly yours,
/s/ Stephen Mahoney
Name: Stephen Mahoney
Title: President, Chief Operating and Financial Officer
Accepted and Agreed to Under Seal:
/s/ Thomas Beetham
Thomas Beetham
Dated: September 11, 2023