Exhibit 10.17
Solid Biosciences Inc. |
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Executive Chairman Agreement |
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EXECUTIVE CHAIR AGREEMENT
This Executive Chair Agreement (together with Exhibit A, the “Agreement”), effective January 1, 2022 (the “Effective Date”), is by and between Ian F. Smith, an individual having an address at 45 Commonwealth Avenue, Unit 3, Boston, MA 02116 (the “Executive Chair”), and Solid Biosciences Inc., a Delaware corporation (together with its affiliates, the “Company”), having an address at 141 Portland Street, Fifth Floor, Cambridge, MA 02139.
WHEREAS, Executive Chair is currently serving as a member and chairman of the Board of Directors of the Company (the “Board”);
WHEREAS, Executive Chair has also been providing advisory services to Company pursuant to a consulting agreement between the Parties entered into on January 4, 2021 (the “Prior Agreement”) and both parties acknowledge and agree that, as of the Effective Date of this Agreement, the agreed upon services under the Prior Agreement have been completed;
WHEREAS, from and after the close of business on the Effective Date, Executive Chair shall no longer serve under the Prior Agreement, but shall be retained as the Executive Chairman pursuant to the terms and conditions set forth herein; and
NOW THEREFORE, in consideration of the promises and mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive Chair and the Company agree as follows:
(a) All right, title and interest in any and all writings, ideas, inventions, know-how, designs, improvements or other property created during Executive Chair’s advisory relationship relating in any way to the assets, business or operations of the Company, constituting copyrights, patents, trademarks, service marks and related rights or other forms of proprietary rights or information (regardless of whether any such copyrights, patents, trademarks and service marks or other rights have or may be registered) that are created, adapted or improved by Executive Chair (whether alone or in conjunction with any other person or employee), and all material created during Executive Chair’s advisory relationship that includes any of the foregoing (collectively, “Covered Material”), shall be owned by the Company and to the extent that it includes copyrightable subject matter, shall be deemed a work made for hire for the Company within the meaning of the United States Copyright Act of 1976 and for all other purposes. If any Covered Material is deemed not to be work made for hire, such Covered Material is hereby assigned by Executive Chair to the Company and Executive Chair shall not have or claim to have, under this Agreement or otherwise, any right, title or interest of any kind or nature whatsoever in such Covered Material.
(b) The Company shall have the right to apply for and obtain registrations in the United States Copyright Office and the United States Patent and Trademark Office, in its own or its designee’s name, of its rights in any or all of the Covered Material. If for any reason the rights in any Covered Material are registered, or applied to be registered, in Executive Chair’s name, Executive Chair shall assign in writing such application or registration to the Company and hereby authorizes and appoints the Company its agent for the purpose of recording such assignment.
(c) Upon request of Company, Executive Chair shall execute, acknowledge and deliver all applications, assignments or other instruments; make or cause to be made all rightful oaths; testify in all legal proceedings; communicate all known facts which relate to such works, copyrights, inventions, ideas, discoveries, designs and improvements; perform all lawful acts and otherwise render all such assistance as the Company may deem necessary to protect the Company’s interest therein including any assistance which the Company shall deem necessary in connection with any proceeding or litigation involving the same. The Company shall reimburse Executive Chair for all reasonable out-of-pocket costs, incurred by Executive Chair in rendering any such assistance requested by the Company pursuant to this Section. In the event that Executive Chair should fail or refuse to execute such documents within a reasonable time, Executive Chair appoints Company as attorney to execute and deliver any such documents on Executive Chair’s behalf.
IN WITNESS HEREOF, Executive Chair has executed this Agreement as of the last date written below.
SOLID BIOSCIENCES INC. |
| IAN F. SMITH | ||
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By: |
| /s/ Ilan Ganot |
| /s/ Ian Smith |
Name: |
| Ilan Ganot |
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Title: |
| President & Chief Executive Officer |
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Exhibit 10.17
Solid Biosciences Inc. |
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Executive Chairman Agreement |
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EXHIBIT A
Executive Chairman Services
The Company requires, in addition to the traditional duties as Chairman of the Board, that the Executive Chair, as Executive Chairman, will be available to perform the duties customarily related to this function, including:
FIRST AMENDMENT TO
EXECUTIVE CHAIR AGREEMENT
THIS FIRST AMENDMENT TO EXECUTIVE CHAIR AGREEMENT is effective September 30, 2022 (the “First Amendment Date”), is by and between Ian F. Smith, an individual having an address at 104 Meadowbrook Road, Weston, MA, 02493 (the “Executive Chair”), and Solid Biosciences Inc., a Delaware corporation (together with its affiliates, the “Company”), having an address at 500 Rutherford Ave., Charlestown, MA 02129.
WHEREAS, Executive Chair and the Company are parties to that certain Executive Chair Agreement (“Agreement”), effective as of January 1, 2022 (the “Effective Date”), and
WHEREAS, the parties desire to amend the Agreement in manner set forth below.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
“2A. Compensation – 2023. As consideration for Services provided under this Agreement from and after January 1, 2023, the Company shall, subject to approval of Company’s Board, grant to Executive Chair equity awards (the “2023 Awards”) with an aggregate total Black Scholes value of $700,000, consisting of (i) 50% stock options (the “2023 Stock Options”) at an exercise price per share equal to the closing price of the Company’s Common Stock on January 2, 2023 (the “2023 Grant Date”) and (ii) 50% restricted stock units (“2023 RSUs”), in each case adjusted, as applicable and appropriate, to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend, reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date of this Amendment and prior to the 2023 Grant Date. The 2023 Awards will vest in equal quarterly installments with the first installment vesting three months from the 2023 Grant Date and the final installment vesting date on the date that is 12 months from the 2023 Grant Date, subject to continued services as a Director of the Company. Additionally, in the event of (i) the early termination of this Agreement prior to the expiration of the Term and/or (ii) a change in control of the Company and on terms consistent with board of director equity award agreements, all unvested 2023 Awards will accelerate and vest in full.”
“Term & Termination. The term of this Agreement will commence on the Effective Date and will expire on December 31, 2023, unless extended by mutual written agreement of the parties or earlier terminated in accordance with this Section 12 (the “Term”).Notwithstanding anything to the contrary herein, the Company may terminate this Agreement, for any or no reason, on written notice to Executive Chair and Executive Chair may terminate this agreement, for any reason or no reason, on fifteen (15) days prior written notice to the Company. The Board shall periodically review the ongoing benefit of the Executive Chair position to the Company and may elect to terminate the Agreement in accordance with the preceding sentence following any such review.”
3. Governing Law. This First Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the principles of conflicts of laws of such state. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Commonwealth of Massachusetts and waive any defense of inconvenient forum to the maintenance of any action or proceeding in such courts.
4. Entire Agreement. Except as amended hereby, the Agreement shall remain in full force and effect as originally written..
[Signature page follows]
IN WITNESS WHEREOF, the parties have executed this First Amendment to Executive Chair Agreement as of the date first above written.
SOLID BIOSCIENCES INC.
By: /s/ Ilan Ganot
Name: Ilan Ganot
Title: Chief Executive Officer
IAN F. SMITH
/s/ Ian F. Smith
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