CONFIDENTIAL
Exhibit 10.25
Portions of this Exhibit have been redacted because they are both (i) not material and (ii) the registrant customarily and actually treats such information as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. |
CONFIDENTIAL RELEASE AND SEPARATION AGREEMENT
This Confidential Release and Separation Agreement (“Agreement”) is made by and between Jeffrey M. Fryer, [***] (“Employee” or “you”), on behalf of yourself and your agents, assignees, heirs, executors, administrators, beneficiaries, trustees, legal representatives and assigns (collectively “Employee Parties”), and Rallybio Corporation, its subsidiaries, parents, affiliates, divisions and related entities (the “Company”), on behalf of its and their successors, predecessors, assigns, present or former directors, officers, executives, agents, attorneys, shareholders, fiduciaries or employees or any person acting on behalf of any of them (collectively, the “Company Released Parties”).
WHEREAS, you entered into the Amended and Restated Employment Agreement between you and Rallybio, LLC, a wholly-owned subsidiary of Rallybio Corporation, on July 15, 2021 (the “Employment Agreement”); and
WHEREAS, you and the Company wish to enter into this Agreement to fully resolve any actual or potential claims, including without limitation claims arising out of your employment with and/or separation from the Company;
NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein, Employee and the Company agree as follows:
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You acknowledge and agree that, as a condition of this Agreement, you and the Employee Parties expressly release all rights and claims against the Company or the Company Released Parties that you know about, as well as those you may not know about. For the purpose of implementing a full and complete release and discharge of the Company, the Company Released Parties, and others released herein, you expressly acknowledge that this Agreement is intended to include and does include in its effect, without limitation, all claims which you do not know or suspect to exist, and that this Agreement contemplates the extinguishment of any such claim or claims, except to the extent precluded by federal, state or local statutes.
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You will have seven (7) calendar days after you sign this Agreement to revoke it (“Revocation Period”) by providing written notice to the Company during the Revocation Period. Any revocation must be made in writing, postmarked no later than the close of business on the 7th day of the Revocation Period and addressed to:
Kim Stepanski |
Head of Human Resources |
Rallybio Corporation |
234 Church Street, Suite 1020 |
New Haven, CT 06510 |
This Agreement will not become effective or enforceable until the Revocation Period has expired (“Effective Date”). If you do not revoke this Agreement, you will receive the consideration described in Section 3 of this Agreement.
Notwithstanding anything to the contrary in this Agreement, if the Consideration Period or the Revocation Period spans two calendar years, any payments to which you become entitled under this Agreement following the Effective Date will be paid in the second calendar year to the extent such payments constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“IRC §409A”).
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“Separation from Service” shall mean a “separation from service” (as that term is defined at Section 1.409A-1(h) of the Treasury Regulations under IRC §409A after giving effect to the presumptions contained therein) from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under Section 1.409A-1(h)(3) of such Treasury Regulations. The Board of Directors of Rallybio Corporation (the “Board”) or the Compensation Committee thereof (the “Committee”) may, but need not, elect in writing, subject to the applicable limitations under IRC §409A, any of the special elective rules prescribed in Section 1.409A-1(h) of the Treasury Regulations for purposes of determining whether a “separation from service” has occurred. Any such written election shall be deemed part of this Agreement; and
“Specified Employee” shall mean an individual determined by the Board, the Committee, or their delegate, to be a “specified employee” as defined in subsection (a)(2)(B)(i) of IRC §409A. The Committee may, but need not, elect in writing, subject to the applicable limitations under IRC §409A, any of the special elective rules prescribed in Section 1.409A-1(i) of the Treasury Regulations for purposes of determining “specified employee” status. Any such written election shall be deemed part of this Agreement.
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INTENDING TO BE BOUND, the undersigned have executed this Agreement under seal as of the date written below.
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| JEFFREY M. FRYER |
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/s/ [***] |
| /s/ Jeffrey M. Fryer | Date: | 03 February 2023 | ||
[***] |
| Employee Signature |
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Notary Public, State of South Carolina |
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| RALLYBIO CORPORATION |
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| /s/ Martin Mackay | Date: | 15 February 2023 | ||
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| By: | Martin Mackay |
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| Chief Executive Officer |
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CONFIDENTIAL
Schedule A
Name of Holder | Number of Shares Accelerated | Certificate Designation Numbers |
[***] | 17,767 | [***] |
[***] | 17,767 | [***] |
[***] | 39,466 | [***] |
Total | 75,000 |
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