Exhibit 10.13
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the “Agreement”), is made and entered into this 5th day of October, 2020 (the “Effective Date”), and is by and between Acrivon Therapeutics Inc., a Delaware corporation (“Company”), and Kristina M. Masson (“Executive”).
WHEREAS, Company wishes to employ Executive to continue as its Senior Vice President of Global Operations and as its President and Site Head for its Swedish subsidiary, Acrivon AB;
WHEREAS, Executive represents that Executive possesses the necessary skills to perform the duties of this position and that Executive has no obligation to any other person or entity which would prevent, limit or interfere with Executive’s ability to do so; and
WHEREAS, Executive and Company desire to enter into a formal Executive Employment Agreement to assure the harmonious performance of the affairs of Company.
NOW, THEREFORE, in consideration of the mutual promises, terms, provisions, and conditions contained herein, the parties agree as follows:
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For the purposes of this Agreement, “Cause” shall mean: (A) fraud, embezzlement, or illegal misconduct in connection with Executive’s duties under this Agreement; (B) conviction of a felony involving fraud, dishonesty or breach of trust; (C) willful misconduct or gross negligence in the performance of the duties delegated to Executive; (D) material breach of this Agreement; or (E) material breach of any non-competition, non-solicitation, non-disclosure, and intellectual property assignment agreement between Executive and Company; provided that “Cause” shall not be deemed to have occurred pursuant to subsections (C) or (D) hereof unless Executive has first received written notice specifying in reasonable detail the particulars of such ground and that Company intends to terminate Executive’s employment hereunder for such ground, and if such ground is curable, Executive has failed to cure such ground within a period of thirty (30) days from the date of her receipt of such notice.
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For the purposes of this Agreement, “Good Reason” shall mean: (A) a material reduction exceeding five percent (5%) in Executive’s then-current Base Salary; (B) a material diminution in Executive’s authority, duties, or responsibilities; (C) a material change in the geographic location at which Executive provides services to Company outside of a thirty (30) mile radius from the then-current location; or (D) any action or inaction by Company that constitutes a material breach of this Agreement; provided that “Good Reason” shall not be deemed to have occurred unless: (1) Executive provides Company with written notice that Executive intends to terminate Executive’s employment hereunder for one of the grounds set forth above within ninety (90) days of such ground first occurring, (2) if such ground is capable of being cured, Company has failed to cure such ground within a period of thirty (30) days from the date of such written notice, and (3) Executive terminates Executive’s employment within forty five (45) days from the date of such written notice. For purposes of clarification, the above-listed conditions shall apply separately to each occurrence of Good Reason and failure to adhere to such conditions in the event of Good Reason shall not disqualify Executive from asserting Good Reason for any subsequent occurrence of Good Reason.
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The severance payments and benefits described in this Section 4(b) are expressly subject to the conditions described above and in Section 4(d) below. Any payment or benefit made as part of such severance payments and benefits shall be paid less all customary and required taxes and employment-related deductions.
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For purposes of this section, a “Change of Control” shall mean the occurrence of any of the following events: (A) Ownership. Any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the “Beneficial Owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of Company representing fifty percent (50%) or more of the total voting power represented by Company’s then outstanding voting securities (excluding for this purpose any such voting securities held by Company, or any affiliate, parent or subsidiary of Company, or by any employee benefit plan of Company) pursuant to a transaction or a series of related transactions which the Board does not approve; or (B) Merger/Sale of Assets. (1) A merger or consolidation of Company whether or not approved by the Board, other than a merger or consolidation which would result in the voting securities of Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) at least fifty percent (50%) of the total voting power represented by the voting securities of Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (2) the sale or disposition by Company of all or substantially all of Company’s assets.
The severance payments and benefits described in Section 4(c) shall not be in addition to the severance payments and benefits described in Section 4(b). In the event that Executive is eligible for the severance payments and benefits under Section 4(c), Executive shall not be eligible for the severance payments and benefits under Section 4(b).
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[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first written above.
Dr. Kristina M. Masson Ph.D. |
| ACRIVON THERAPEUTICS INC. | ||
/s/ Kristina Masson |
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| /s/ Marcin Czernik | |
Signature |
| By: | Marcin Czernik | |
Dated: | 10/6/2020 | 3:32:02 PM EDT |
| Title: | Director |
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Address: |
| Dated: | 10/6/2020 | 1:14:37 PM PDT |
Dr. Kristina Masson
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Masson Employment Agreement
EXHIBIT A
CONFIDENTIALITY, INVENTION, AND NON-SOLICITATION AGREEMENT
EXHIBIT B
CONFIDENTIALITY, INVENTION, AND NON-SOLICITATION AGREEMENT
August 5, 2022
Dr. Kristina M. Masson
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RE: Amendment to Executive Employment Agreement
Dear Kristina:
As you know, you are currently performing services for Acrivon Therapeutics Inc. (the “Company”) pursuant to the terms of an Executive Employment Agreement dated October 6, 2020 (the “Employment Agreement”), as amended. This letter (the “Amendment”) sets forth the details of your new title, as previously agreed to by you and the Company, and amends your Employment Agreement as follows.
This Amendment confirms your agreement that effective as of August 10, 2022, your position with the Company will be Executive Vice President, Business Operations.
You expressly reaffirm the terms of your Invention and Non-Disclosure Agreement and your Non-Competition and Non-Solicitation Agreement, both of which were executed on April 12, 2018 and are attached hereto as Exhibit A and B.
Except as herein modified or amended, no other term or provision of the Employment Agreement is amended or modified in any respect and to the extent the terms of this Amendment conflict with the terms in the Employment Agreement, this Amendment shall control. The Employment Agreement, as modified by this Amendment, and the enclosed Invention and Non-Disclosure Agreement and Non-Competition and Non-Solicitation 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 this page left intentionally blank; signature page to follow]
Sincerely,
Acrivon Therapeutics Inc. | ||
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| /s/ Peter Blume-Jensen |
Name: |
| Peter Blume-Jensen, MD, PhD |
Title: |
| President & CEO |
UNDERSTOOD AND ACCEPTED: | ||
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| /s/ Kristina Masson |
Dr. Kristina Masson | ||
Date: |
| 8/5/2022 |
Exhibit A - Invention and Non-Disclosure Agreement
Exhibit B - Non-Competition and Non-Solicitation Agreement
I hereby acknowledge and reaffirm my obligations pursuant to the Invention and Non-Disclosure Agreement, and the Non-Competition and Non-Solicitation Agreement.
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| /s/ Kristina Masson |
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| Kristina Masson |
Date: |
| 8/5/2022 |