Exhibit 10.1
SEVERANCE AGREEMENT
This Severance Agreement (the “Agreement”) is entered into effective September 5, 2022 (the “Effective Date”), by and between Landos Biopharma, Inc. (the “Company”), and Fabio Cataldi (the “Executive”).
Whereas, the Company considers it important to foster the continuous employment of its key management personnel; and
Whereas, the Company desires to provide the Executive with certain severance benefits in the event the employment of the Executive is terminated after the Effective Date under certain circumstances.
Now Therefore, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows:
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and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the “Accrued Obligations” (as defined in Section 3.1(d) below). Additionally, if Executive complies with the obligations in Section 3.1(d) below, including but not limited to the Release requirement, Executive shall be eligible to receive the following “Severance Benefits”:
(12) months following the effective date of a Corporate Transaction (as defined in the Company’s 2019 Equity Incentive Plan (the “Plan”), but provided that an event will not constitute a “Corporate Transaction” under this Agreement unless it also qualifies as a “change in control event” under Treasury Regulations Section 1.409A-3(i)(5)), then the vesting of all outstanding unvested time- based equity awards that are held by Executive as of the date of Executive’s date of termination from employment shall be fully accelerated and vested.
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retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.
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(i) each installment of any benefits payable under this Agreement to Executive be regarded as a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i), (ii) all payments of any such benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9)(iii), and (iii) any such benefits consisting of COBRA premiums also satisfy, to the greatest extent possible, the exemption from the application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(9)(v).
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(B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A.
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In Witness Whereof, the Company has caused this Agreement to be executed by its duly authorized officer, and the Executive has executed this Agreement, each on the day and year written below.
Landos Biopharma, Inc. | Executive |
BY: /s/ Gregory Oakes | /s/ Fabio Cataldi |
Gregory Oakes | Fabio Cataldi |
Chief Executive Officer |
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Date: August 5, 2022 | Date: August 10, 2022 |
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Exhibit A
RELEASE AGREEMENT
This Release Agreement (“Agreement”) is made as of by and
between Fabio Cataldi (the “Employee”) and Landos Biopharma, Inc. (the “Company”) (together, the “Parties”).
The Company has agreed to provide the Employee with certain benefits in exchange for his execution of and compliance with this Agreement. Now therefore, in consideration of the mutual promises and benefits set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
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Notwithstanding the foregoing, other than events expressly contemplated by this Agreement Employee does not waive or release rights or Claims that may arise from events that occur after the date this waiver is executed and Employee is not releasing any right of indemnification he may have for any liabilities arising from actions within the course and scope of employment with the Company. Also excluded from this Agreement are any Claims which cannot be waived by law, including, without limitation, any rights Employee may have under applicable workers’ compensation laws and the right, if applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency. Nothing in this Agreement shall prevent Employee from filing, cooperating with, or participating in any proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal government agency, or similar state or local agency (“Government Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. Employee further understands this Agreement does not limit his ability to voluntarily communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit Employee’s right to receive an award for information provided to the Securities and Exchange Commission, Employee understands and agrees that, Employee is otherwise waiving, to the fullest extent permitted by law, any and all rights he/she may have to individual relief based on any Claims that have been released and any rights Employee has waived by signing this Agreement. If any Claim is not subject to release, to the extent permitted by law, Employee waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the Company Parties is a party. This Agreement does not abrogate Employee’s existing rights under any Company benefit plan or any plan or agreement related to equity ownership in the Company; however, it does waive, release and forever discharge Claims existing as of the date Employee executes this Agreement pursuant to any such plan or agreement.
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In Witness Whereof, the Parties have duly authorized and caused this Agreement to be executed as follows:
LANDOS BIOPHARMA, INC. | Executive |
By: |
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Name: | Fabio Cataldi |
Title: |
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