Exhibit 10.2
Inozyme Pharma, Inc.
321 Summer Street
Suite 400
Boston, Massachusetts 02210
March 21, 2023
Axel Bolte
[**]
Dear Axel:
As we have discussed, you are retiring and resigning from employment with Inozyme Pharma Switzerland GmbH (the “Company”), effective April 30, 2023 (the “Separation Date”). By countersigning and returning this letter agreement, you will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth in the numbered paragraphs below, including the release of claims set forth in paragraph 3. The severance benefits described in paragraph 2 below will be subject to you adhering to this letter agreement and returning a signed waiver in the form of Annex 1 on but not earlier than May 31, 2023 and not revoking your agreement to the waiver in Annex 1 (as described below) during the seven (7) day period after you have signed or timely revoking paragraph 4(b) below, in either case by notifying me in writing.
Although your receipt of the severance benefits is expressly conditioned on you entering into this letter agreement and Annex 1 and not revoking Annex 1 or paragraph 4(b), the following will apply regardless of whether or not you do so:
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The following numbered paragraphs set forth the terms and conditions that will also apply if you sign this letter agreement.
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Very truly yours,
Inozyme Pharma, Inc.
By: /s/ Sanjay Subramanian
Sanjay Subramanian
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Chief Financial Officer
Inozyme Pharma Switzerland GmbH
By: /s/ Axel Bolte
Axel Bolte
Chief Executive Officer
I (and the Company and Inozyme) hereby agree to the terms and conditions set forth above. I (and the Company and Inozyme) intend that this letter agreement is a binding agreement between me and the Company and Inozyme. I further understand that the severance benefits described in paragraph 2 above are conditioned upon my timely execution and return and non-revocation of the waiver in Annex 1, as well my non-revocation of paragraph 4(b) above.
/s/ Axel Bolte 3/21/2023_____________________________
Axel Bolte Date
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Annex 1: Waiver
Whereas I, the undersigned, Axel Bolte, confirm that my employment relationship with Inozyme Pharma Switzerland GmbH came to an end on April 30, 2023.
I note that Inozyme Pharma Switzerland GmbH offered me severance benefits subject to me adhering to the obligations set out in the letter agreement signed on March 21, 2023 and waiving all other claims against Inozyme Pharma Switzerland GmbH and its affiliates, subsidiaries, parent companies, predecessors, and successors, including, but not limited to, Inozyme Pharma, Inc., and all of their respective past and present officers, directors, stockholders, partners, members, managers, employees, agents, representatives, plan administrators, attorneys, insurers and fiduciaries (each in their individual and corporate capacities) (collectively, the “Released Parties”).
I herewith confirm the validity of and undertakings in said letter agreement and confirm that I have no other claims of any kind whatsoever against Inozyme Pharma Switzerland GmbH and/or any other of the Released Parties. Alternatively, I herewith waive all claims that I could still have against the above-mentioned entities and individuals. For the avoidance of doubt, this waiver of claims applies to all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature that I ever had or now have through the date hereof against any or all of the Released Parties, whether known or unknown, including, but not limited to, any and all claims arising out of or relating to my employment with and/or separation from Inozyme Pharma Switzerland GmbH and its affiliates, subsidiaries, parent companies, predecessors, and successors, including, but not limited to, Inozyme Pharma, Inc., including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. § 2101 et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., and the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq., all as amended; all claims arising out of the Massachusetts Fair Employment Practices Act, Mass. Gen. Laws ch. 151B, § 1 et seq., the Massachusetts Civil Rights Act, Mass. Gen. Laws ch. 12, §§ 11H and 11I, the Massachusetts Equal Rights Act, Mass. Gen. Laws. ch. 93, § 102, Mass. Gen. Laws ch. 214, § 1C (Massachusetts right to be free from sexual harassment law), the Massachusetts Labor and Industries Act, Mass. Gen. Laws ch. 149, § 1 et seq., Mass. Gen. Laws ch. 214, § 1B (Massachusetts right of privacy law), the Massachusetts Maternity Leave Act, Mass. Gen. Laws ch. 149, § 105D, and the Massachusetts Small Necessities Leave Act, Mass. Gen. Laws ch. 149, § 52D, all as amended; all rights and claims under the Massachusetts Wage Act, Mass. Gen. Laws ch. 149, § 148 et seq., as amended (Massachusetts law regarding payment of wages and overtime), including any rights or claims thereunder to unpaid wages, including overtime, bonuses, commissions, and accrued, unused vacation time; all common law claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and breach of contract (including, without limitation, all claims arising out of or relating to the Employment Contract); all claims to any non-vested ownership interest in Inozyme Pharma Switzerland GmbH and its affiliates, subsidiaries, parent companies, predecessors, and successors, including, but not limited to, Inozyme Pharma, Inc., contractual or otherwise; all state and federal whistleblower claims to the maximum extent permitted by law; and any claim or damage arising out of my employment with and/or separation from Inozyme Pharma Switzerland GmbH and its affiliates, subsidiaries, parent companies, predecessors, and
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successors, including, but not limited to, Inozyme Pharma, Inc. (including a claim for retaliation) under any common law theory or any Swiss or U.S. federal, state or local statute or ordinance not expressly referenced above; provided, however, that nothing in this waiver (a) prevents me from filing a charge with, cooperating with, or participating in any investigation or proceeding before, the Equal Employment Opportunity Commission or a state fair employment practices agency (except that I acknowledge that I may not recover any monetary benefits in connection with any such claim, charge, investigation, or proceeding, and I further waive any rights or claims to any payment, benefit, attorneys’ fees or other remedial relief in connection with any such claim, charge, investigation or proceeding), or (b) releases any claims I may have to (i) the severance benefits described in paragraph 2 of the letter agreement, (ii) accrued employee benefits, (iii) indemnification coverage that I may have now existing pursuant to the Company’s articles of incorporation or bylaws or under any applicable indemnification agreement or directors’ and officers’ liability insurance; provided, however, that nothing herein shall be construed as an acknowledgment or guaranty by the Company that I have any such rights to indemnification, nor does this agreement create any additional rights for me to indemnification, (iv) rights as an equity award holder or shareholder of the Company, and (v) any claims which cannot be released under applicable law.
I also confirm that I have returned any device that was made available to me during my employment and any data related to the business of Inozyme Pharma Switzerland GmbH or any of the Released Parties, without having made any backup or copy, and that I cleaned up my workstation, emptied all my cupboards and all client related information has been correctly and sufficiently archived; provided, however, that I may retain the laptop and cell phone previously provided to me by the Company in accordance with the terms of paragraph 7 of the letter agreement.
I acknowledge that I have been given at least twenty-one (21) days to consider this Annex, and that Inozyme Pharma Switzerland GmbH is hereby advising me to consult with an attorney of my own choosing prior to signing this Annex. I understand that I may revoke my agreement to this Annex for a period of seven (7) days after I sign it by notifying Inozyme Pharma Switzerland GmbH in writing, and the Annex shall not be effective or enforceable until the expiration of this seven (7) day revocation period. I understand and agree that by entering into this Annex, I am waiving any and all rights or claims I might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, and that I have received consideration beyond that to which I was previously entitled. I state and represent that I have had an opportunity to fully discuss and review the terms of this Annex with an attorney.
This waiver shall be signed and returned to Inozyme Pharma Switzerland GmbH, c/o Inozyme Pharma, Inc., attn. Chief Financial Officer, on but no earlier than May 31, 2023.
Place and Date: _____________________________
_________________________________
Axel Bolte
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Annex 2: Consulting Agreement
Incorporated by reference to Exhibit 10.3 of this Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on May 9, 2023
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