Exhibit 10.1
February 14, 2023
Wendy S. Arnold
[REDACTED]
Dear Wendy,
This letter confirms the agreement between Frequency Therapeutics, Inc. (the “Company”) and you regarding the terms of your separation from the Company in a layoff resulting from the unfavorable FX322 readout (the “Agreement”). Your employment with the Company will end on March 31, 2023 or such earlier date as may be approved in writing by the Company’s Chief Executive Officer (the “Separation Date”). From the date of this letter through the Separation Date, (the “Transition Period”), you agree to use your reasonable best efforts to: (a) assist in the smooth transition of your job duties, which includes documenting and handing off your current projects; and (b) comply with all policies and reasonable directives of the Company (collectively, the “Transition Duties”). During the Transition Period, you will continue to be compensated at your current base salary rate and participate in your current employee benefits, subject to the applicable plans and policies. You will also continue to vest in your equity, subject in all respects to the Company’s applicable equity plan as well as the applicable award agreement(s) (together, the “Equity Documents”).
You will be deemed to have resigned from all officer and board member positions that you hold with the Company or any of its affiliates effective as of the Separation Date. You agree to execute any documents the Company or the Company’s Board of Directors deems reasonably necessary to effectuate your resignations.
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If the above accurately reflects your understanding, please date and sign the enclosed copy of this letter in the places indicated below and return that copy to Kathryn Fahey ([REDACTED]).
Respectfully,
/s/ James P. Abely
James P. Abely
Associate General Counsel
Accepted and agreed to on
2/17/2023
Signature Date
/s/ Wendy S. Arnold
Wendy S. Arnold
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APPENDIX A: BRING-DOWN RELEASE
I, the undersigned employee, for good and valid consideration, hereby execute this Bring-Down Release effective as the date of my signature below; provided that I acknowledge that I have seven (7) days after signing this Bring-Down Release to revoke it via email to James Abely ([REDACTED]), and this Bring-Down Release will not be effective until the eighth (8th) day following my signature on this Bring-Down Release without revocation. I understand that (i) I may sign this Bring-Down Release no earlier than my last day of employment and no later than five (5) days following such date and (ii) I will not receive the separation benefits described in the Separation Agreement (as defined below) unless this Bring-Down Release becomes effective as set forth above.
I agree that the General Release of the Company set forth in Section 6 of the separation letter agreement between me and the Company (the “Separation Agreement”) is incorporated herein by reference and shall apply to any and all claims discussed therein that I had, now have, or shall or may have, whether known or unknown, from the beginning of time up to and including the date of my signature below, except as excluded in Section 6 of the Separation Agreement. I acknowledge and agree that I have had a at least forty-five (45) days to review this Bring-Down Release and hereby execute this Bring-Down Release freely, knowingly, and for valid consideration.
Signature: ___________________________ _________
Wendy Arnold Date
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