Exhibit 10.12
Acrivon Therapeutics, Inc.
480 Arsenal Way
Suite 100
Watertown, MA 02472
March 30, 2022
Dear Rasmus Jorgensen,
It is with great pleasure that I offer you employment with Acrivon Therapeutics, Inc. (“Acrivon” or the “Company”). Your position will be Chief Financial Officer, reporting to Peter Blume- Jensen, and your effective date of employment as a regular, full-time employee will be April 20, 2022. We would appreciate if you can show up at our corporate address at 480 Arsenal Way (Suite 100) that first day at 9:00 am.
You shall receive an annual base rate of $405,000, to be paid in accordance with the Company’s standard payroll practices, currently with payments bi-monthly. You will also be eligible for an annual 35% bonus (relative to your salary), based on your performance against goals. This bonus, like for all other employees at Acrivon, is ultimately also based on Company performance against Corporate goals and approved by the Board of Acrivon. Along with paid company holidays as set forth by the Company, you will be eligible to initially earn 1.25 vacation days per month (equivalent to 15 days over 12 months), with additional annual vacation increases in accordance with the company leave policy.
Further, we will recommend to the board of directors that you be granted an incentive stock option (ISO) to purchase 475,000 shares of the Company’s common stock at a price not less than the fair market value of such shares on the date of the grant. Such options shall vest (i.e., become exercisable) at a rate of 25% on the first anniversary of your effective date of employment and an additional 6.25% on the last day of each quarter thereafter, and are otherwise subject to the provisions of the Company’s Stock Incentive Plan.
You are eligible to participate in the employee benefits and insurance programs, which the Company offers to its full-time employees. These plans may, from time to time, be amended.
Your employment at all times will be at-will, meaning that you are not being offered employment for a definite period and that either you or the Company may terminate the employment relationship at any time for any reason. If you choose to terminate your employment, we ask that you kindly provide at least 2 weeks’ written notice.
As a condition of your at-will employment, you will be required to sign a MA-compliant Invention, Non-Competition, Non-Disclosure, and Non-Solicitation Agreement on or before your starting date. In addition, this offer is conditioned on your representation that you are not subject to any confidentiality, noncompetition or other agreement that restricts your post- employment activities or that may affect your ability to devote full time and attention to your work at the Company. If you have entered into any agreement that may restrict your activities on behalf of the Company, please provide a copy of the agreement as soon as possible.
Page 1 of 2
As with all employees, our offer to you is contingent on your submission of satisfactory proof of your identity, your legal authorization to work in the United States, and your completion of background and reference checks, the results of which are satisfactory to the Company.
Federal law requires all employers to verify employment eligibility of all persons hired to work in the United States. On your first day of employment, you must provide us with appropriate documents to establish your eligibility to work in the United States (e.g., Social Security Card, Drivers’ License, U.S. Passport). In order to determine whether Form I-9 documentation is valid, Acrivon uses E-Verify’s photo screening tool to match the photograph appearing on some permanent resident and employment authorization cards with the official U.S. Citizenship and Immigration Services’ (USCIS) photograph.
We ask that you carefully consider this offer and provide written acceptance by signing in the space below and returning it to my attention by April 1, 2022.
Please let me know if you have any questions regarding this offer. We look forward to having you officially join the Acrivon team.
Sincerely,
| /s/ Peter Blume-Jensen | 31 March, 2022 |
|
| Peter Blume-Jensen, MD, PhD | Date |
|
| President and CEO, Acrivon Therapeutics, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accepted and Agreed: |
|
|
| /s/ Rasmus Jorgensen | 3/31/2022 |
|
| Rasmus Jorgensen | Date |
|
Page 2 of 2
Non-Disclosure, Non-Competition, Non-Solicitation and Intellectual Property Agreement
Dear Rasmus Holm-Jorgensen:
This letter agreement (herein, the "Agreement") is to confirm our understanding with respect to:(a) your agreement to protect and preserve confidential and proprietary information of Acrivon Therapeutics, Inc. or any present or future parent, subsidiary or affiliate thereof (collectively, the "Company") (b) your agreement not to compete with the Company; (c) your agreement to not solicit the employees, consultants and customers of the Company; and (d) your agreement with respect to the ownership of inventions, ideas, copyrights and patents which may be used in the business of the Company. As a condition of your employment with the Company, and in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, you agree as follows:
1/ The term "trade secrets," as used in this Agreement, shall be given its broadest possible interpretation under the law of the Commonwealth of Massachusetts.
Page 1 of 11
Page 2 of 11
Page 3 of 11
Page 4 of 11
Page 5 of 11
Page 6 of 11
You shall provide, and the Company, in its discretion, may similarly provide, a copy of this Agreement or specific covenants herein to any business or enterprise which you may directly or indirectly own, manage, operate, finance, join, control or in which you may participate in the ownership, management, operation, financing, or control, or with which you may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise.
You hereby represent and warrant that the Company has advised you that at no time should you divulge to or use for the benefit of the Company any trade secret or confidential or proprietary information of any previous employer or other third party, and that you have not divulged or used and shall not divulge or use any such information for the benefit of the Company. You expressly acknowledge and agree that you shall indemnify and hold the Company harmless against loss, damage, liability or expense arising from any claim based upon circumstances alleged to be inconsistent with the representations and warranties above.
Page 7 of 11
Page 8 of 11
(1) Counterparts. This Agreement may be executed in two or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(m) Acknowledgment; Opportunity to Review. You hereby acknowledge that you have had at minimum, ten (10) business days to review the terms and conditions set forth in this Agreement, including the obligations and agreements under Section 2(c) and that you have had the opportunity to consult with counsel of your own choosing regarding such terms. You further acknowledge that you fully understand the terms of this Agreement and have voluntarily executed this Agreement.
If the foregoing accurately sets forth our agreement, please so indicate by signing and returning to us the enclosed copy of this Agreement.
Sincerely,
Acrivon Therapeutics, Inc.
By: | /s/ Peter Blume-Jensen |
|
Name: | Peter Blume-Jensen, MD, Ph | |
Title: | President and CEO |
|
Accepted and Agreed: |
|
|
/s/ Rasmus Holm-Jorgensen | ||
Signature |
|
|
Rasmus Holm-Jorgensen | ||
Printed Name |
|
|
3.31.2022 |
|
|
Date |
|
|
|
|
|
Page 9 of 11
EXHIBIT A
PRIOR INVENTIONS
Page 10 of 11
EXHIBIT B
EXCLUDED INVENTIONS
Page 11 of 11
August 5, 2022
Rasmus Holm-Jorgensen
[***]
[***]
RE: Amendment to Offer Letter
Dear Rasmus:
As you know, you are currently performing services for Acrivon Therapeutics Inc. (the “Company”) pursuant to the terms of an offer letter dated March 30, 2022 (the “Offer Letter”). This letter (the “Amendment”) sets forth the details of the severance terms the Company has agreed to provide you and amends your Offer Letter as follows. Capitalized terms used but not defined herein shall carry the meaning ascribed to them in the Offer Letter.
Addition of Severance Benefits.
In exchange for your agreement to execute and abide by the attached Non-Disclosure, Non- Competition, Non-Solicitation and Intellectual Property Agreement, and subject to the conditions below, the Company will provide you with the following severance benefits:
In the event that your employment were to be terminated by the Company without "Cause" or you resign your employment for “Good Reason” (as both terms are defined below), you will receive a severance benefit of six (6) months of continuation of your base salary in effect at the time of your separation, which will be paid in accordance with the Company’s regular payroll practices beginning on the Payment Commencement Date (defined below). In addition, in the event of a Double Trigger Termination (as defined below), (i) you will receive a severance payment equal to six (6) months of your base salary in effect at the time of your separation, which amount will be paid in a lump sum within 45 days following the Double Trigger Termination, and (ii) your remaining unvested Shares and unexercised Option will automatically become vested as of the date of your termination.
The Company’s severance and vesting-acceleration obligations will be conditioned upon (i) your execution and delivery to the Company of a separation agreement to include a non-competition provision and a reasonable release of claims within 60 days following the date of termination, which provides for a release of any and all claims that you have or might have against the Company, and (ii) your continued compliance with the attached Non-Disclosure, Non- Competition. Non-Solicitation and Intellectual Property Agreement. The severance payments shall be paid or commence on the first payroll period following such 60th day after the date the waiver and release becomes effective (the “Payment Commencement Date”). Notwithstanding the foregoing, if the 60th day following the date of termination occurs in the calendar year following the calendar year of the termination, then the Payment Commencement Date shall be no earlier than January 1 of such subsequent calendar year. For purposes of this Section, the term “Company” shall include the entity that survives the Change of Control. The severance benefits payment(s) hereunder shall be subject to the terms and conditions set forth in Exhibit A.
Page 1 of 16
For purposes of this Amendment, “Cause” for termination shall mean: (i) commission of, or indictment or conviction for, any felony or any crime involving moral turpitude; (ii) participation in any fraud against the Company; (iii) your substantial failure to perform (other than by reason of disability) after notice and a reasonable opportunity to cure of no less than thirty (30) days, or gross negligence in the performance of, your duties and responsibilities to the Company or any of its affiliates; or (iv) your breach of any material provision of any agreement between you and the Company including this agreement after notice and a reasonable opportunity to cure of no less than thirty (30) days if such breach is curable.
For purposes of this Amendment, “Good Reason” shall mean any termination of your employment by you immediately following any of the following without your consent: (i) a reduction by the Company of your base salary, except such a reduction that occurs in connection with a general reduction in base salary of other senior executives of the company; (ii) a Reduction in Duties (as defined below); or (iii) the breach by the Company of any material provision of any agreement between you and the Company including this agreement after notice and a reasonable opportunity to cure of no less than thirty (30) days if such breach is curable.
For purposes of this Amendment, “Change of Control” means the closing of (i) a sale of all or substantially all of the assets of the Company, or (ii) a stock tender or a merger, consolidation or similar event pursuant to a transaction or series of related transactions in which a third party acquires more than fifty percent (50%) of the equity voting securities of the Company outstanding immediately prior to the consummation of such transaction or series of transactions, and the shareholders of the Company do not retain a majority of the equity voting securities of the surviving entity, other than (x) a merger, conversion or other transaction the principal goal of which is to change the jurisdiction of incorporation of the Company, or (y) an equity security financing for the account of the Company in which capital stock of the Company is sold to one or more institutional investors.
For purposes of this Amendment, “Double Trigger Termination” means: either (i) a termination of your employment by the Company without Cause within 12 months after a Change of Control; or (ii) termination of your employment by you for Good Reason within 12 months after a Change of Control.
For purposes of this Amendment, “Reduction in Duties” means: (i) prior to a Change of Control, a material reduction by the Company in your duties, position, title, or responsibilities; and (ii) after a Change of Control, a material reduction by the Company in your duties and responsibilities. For the avoidance of doubt, if you receive a senior management position with the company that survives the Change of Control with duties and responsibilities that are approximately commensurate with your responsibilities at Acrivon prior to the Change of Control, then this also shall not be considered a Reduction in Duties.
Restrictive Covenants.
As a condition of your continued employment, and in exchange for the consideration granted herein to which you would otherwise not be entitled, you agreed to sign and abide by the Non- Disclosure, Non-Competition, Non-Solicitation and Intellectual Property Agreement (the “Non- Disclosure Agreement”), attached hereto as Exhibit B, which supersedes prospectively only that certain Confidentiality, Non-Competition, Non-Solicitation and Inventions Assignment Agreement entered into by you and the Company on March 31, 2022. You agree and acknowledge that the severance benefits offered to you herein constitute fair and reasonable consideration in exchange for your agreement to the non-competition provisions in the Non- Disclosure Agreement.
Page 2 of 16
General Provisions.
Except as herein modified or amended, no other term or provision of the Offer Letter is amended or modified in any respect and to the extent the terms of this Amendment conflict with the terms in the Offer Letter, this Amendment shall control. The Offer Letter, as modified by this Amendment, and the enclosed Non-Disclosure, Non-Competition, Non-Solicitation and Intellectual Property Agreement, set forth the entire understanding between the parties with regard to the subject matter hereof and supersedes any prior oral discussions or written communications and agreements with respect to the subject matter hereof. This Amendment cannot be modified or amended except in writing signed by you and an authorized officer of the Company. This Amendment is not intended to confer any rights to continued employment and your employment will remain at-will and subject to termination by you or the Company at any time, with or without cause or notice.
On behalf of the Company, let me express my appreciation for your service and dedication to the Company.
[Remainder of page left intentionally blank; signature page to follow]
Page 3 of 16
| Sincerely, |
|
|
|
|
|
|
| Acrivon Therapeutics Inc. |
|
|
|
|
|
|
| /s/ Peter Blume-Jensen |
|
|
| Name: Peter Blume-Jensen |
|
|
| Title: C.E.O |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| UNDERSTOOD AND ACCEPTED: |
|
|
|
|
|
|
| /s/ Rasmus Holm-Jorgensen |
|
|
| Rasmus Holm-Jorgensen |
|
|
| Date: 8/7/2022 |
|
|
|
|
|
|
| Exhibit A – Payments Subject to Treasury Regulation Section 409A | ||
| Exhibit B – Non-Disclosure, Non-Competition, Non-Solicitation and Intellectual Property Agreement |
Page 4 of 16
Exhibit A
Payments Subject to Treasury Regulation Section 409A
Page 5 of 16
Page 6 of 16
Exhibit B
Non-Disclosure, Non-Competition. Non-Solicitation and Intellectual Property Agreement
Dear Rasmus Holm-Jorgensen:
This letter agreement (herein, the “Agreement”) is to confirm our understanding with respect to:
1 The term “trade secrets,” as used in this Agreement, shall be given its broadest possible interpretation under the law of the Commonwealth of Massachusetts.
Page 7 of 16
Company all tangible Confidential Information and copies thereof (regardless how such Confidential Information or copies are maintained); and (ii) deliver to the Company any property of the Company which may be in your possession, including, but not limited to, products, materials, memoranda, notes, records, reports, or other documents or photocopies of the same.
Page 8 of 16
Page 9 of 16
(A) solicit, entice or persuade, or attempt to solicit, entice or persuade, any other employees of or consultants to the Company to leave the services of the Company or any such parent, subsidiary or affiliate for any reason; or (B) employ, cause to be employed, or solicit the employment or services of any employee of or consultant to the Company while any such person is providing services to the Company or within six (6) months after any such person ceases providing services to the Company.
Page 10 of 16
Page 11 of 16
You shall provide, and the Company, in its discretion, may similarly provide, a copy of this Agreement or specific covenants herein to any business or enterprise which you may directly or indirectly own, manage, operate, finance, join, control or in which you may participate in the ownership, management, operation, financing, or control, or with which you may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise.
You hereby represent and warrant that the Company has advised you that at no time should you divulge to or use for the benefit of the Company any trade secret or confidential or proprietary information of any previous employer or other third party, and that you have not divulged or used and shall not divulge or use any such information for the benefit of the Company. You expressly acknowledge and agree that you shall indemnify and hold the Company harmless against loss, damage, liability or expense arising from any claim based upon circumstances alleged to be inconsistent with the representations and warranties above.
(A) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above, (B) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (C) if sent by registered mail, on the fifth business day following the day such mailing is made.
Page 12 of 16
Page 13 of 16
If the foregoing accurately sets forth our agreement, please so indicate by signing and returning to us the enclosed copy of this Agreement.
| Sincerely, |
|
| Acrivon Therapeutics, Inc. |
|
|
|
|
| By: /s/ Peter Blume-Jensen |
|
| Name: Peter Blume-Jensen, MD, Ph |
|
| Title: President and CEO |
|
| Accepted and Agreed: |
|
|
|
|
|
|
| /s/ Rasmus Holm-Jorgensen |
|
|
| Signature |
|
|
|
|
|
|
| Rasmus Holm-Jorgensen |
|
|
| Printed Name |
|
|
|
|
|
|
| Date: 8/7/2022 |
|
|
Page 14 of 16
EXHIBIT A
PRIOR INVENTIONS
Page 15 of 16
EXHIBIT B
EXCLUDED INVENTIONS
Page 16 of 16