Exhibit 10.1
C Form
Employment Agreement
THIS AGREEMENT (the “Agreement”) is entered into by and between Debora Barton (the “Executive” or “you”) and TScan Therapeutics, Inc., a Delaware corporation (the “Company”), as of the date all parties hereto have signed the Agreement.
Duties and Scope of Employment.
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(iii) such employee benefits, if any, to which the Executive may be entitled under the applicable Company plans upon termination of employment.
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amended.
to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or to last for a continuous period of not less than twelve (12) months.
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A Resignation for Good Reason shall not be deemed to have occurred unless the Executive gives the Company written notice of the condition within sixty (60) days after the condition comes into existence and the Company fails to remedy the condition within thirty (30) days after receiving the Executive’s written notice.
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(ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt of the greatest economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, any reduction shall be applied first, on a pro rata basis, to amounts that constitute deferred compensation within the meaning of Section 409A of the Code, and, in the event that the reductions pursuant to this Section 12(e) exceed payments that are subject to Section 409A of the Code, the remaining reductions shall be applied, on a pro rata basis, to any other remaining payments. The Company’s determinations hereunder shall be final, binding and conclusive on all interested parties.
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During your employment by the Company and at all times thereafter, regardless of the reason for termination, to the fullest extent permitted by its articles of incorporation and by applicable law, the Company shall indemnify you and hold you harmless against any cost, fee, expense, fine or penalty to which you may be subject as a result of serving as an employee or officer of the Company or member of its Board and provide for you to be covered by the insurance or other indemnity policy applicable to officers or directors of the Company (including any rights to advances or reimbursement of legal fees thereunder). The Company’s indemnification obligation shall survive any termination of your employment.
(Signatures on following page)
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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the date indicated under each party’s signature below.
TScan therapeutics, Inc. | |
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Signature: |
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Name: | David Southwell |
Title: | Chief Executive Officer |
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Date: | June 8, 2022 |
Executive | |
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Debora Barton | |
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Date: | June 8, 2022 |
Exhibit A: Proprietary Information and Inventions Agreement
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