Exhibit 10.21
November 30, 2023
Regina Graul, Ph.D.
c/o Rgraul@cyclerion.com
Re: Offer of Employment
Dear Regina:
On behalf of all my colleagues at Cyclerion, I am pleased to provide you with the terms and conditions of your anticipated employment by Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”). This offer and the terms and conditions of the offer are contingent upon, and subject to the approval of, the Board of Directors of the Company (the “Board”).
Exhibit 10.21
Any shares of restricted stock granted under Sections 3(c) and 3(d) which would have ordinarily time vested within the three months following your termination. Any payments due under Sections 5(a) and 5(b) (if any) (collectively the “Severance Payments”) will be paid by the Company to you on the first regularly scheduled payroll date following the Release Date. The Severance Payments are subject to applicable federal, state, and local tax deductions and withholding. If you are or become eligible for any severance or notice payments or benefits pursuant to any federal, state, or local law, any Severance Payment will be offset by such severance or notice payments or benefits. You will not be entitled to any other salary, compensation, or benefits after the termination of your employment with the Company, except as specifically provided herein or under any option agreements with the Company.
For purposes of the receipt of the Severance Payment, “Cause” shall mean a determination by the Board of Directors of the Company that you:
For the avoidance of doubt, you are not entitled to the Severance Payment if your employment with the Company ends due to retirement, voluntary termination or resignation, termination by the Company for Cause, or elimination or discontinuation of your job or position if you are offered a comparable position by the Company or a subsidiary or a successor to some or all of the Company’s or a subsidiary’s business (whether or not you accept such position).
Exhibit 10.21
(ii) As required by law, this offer is subject to satisfactory proof of right to work in the United States.
(iii) This letter shall be governed by the laws of the Commonwealth of Massachusetts, without application of its principles of conflict laws.
(iv)This letter may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
(v) The Company shall immediately enter into its standard officer and director Indemnification Agreement with you as set forth in the Board resolution.
This offer of employment will expire on November 30, 2023, unless accepted by you on or prior to such date. In addition, it is understood and agreed that this letter shall not be effective or binding on either party until the approval noted in the first paragraph hereof has been obtained.
We at Cyclerion are very excited at the prospect of your joining our team, and we look forward to working together with you to build a great entrepreneurial pharmaceutical company.
Exhibit 10.21
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Sincerely,
Cyclerion Therapeutics, Inc.
By: __/s/ Errol DeSouza__________________________
Name: Errol De Souza, Ph.D.
Title: Chairman of the Board
ACCEPTED this 30th day of November, 2023:
/s/ Regina Graul
Regina Graul, Ph.D.
[SIGNATURE PAGE TO OFFER LETTER TO REGINA GRAUL, PH.D.]