Exhibit 10.1
CFO SERVICES AGREEMENT
This CFO SERVICES AGREEMENT (this “Agreement”) is made, entered into by and between Renovacor, Inc., a Delaware corporation (the “Company”), and Wendy F. DiCicco (the “Officer”), dated June 17, 2022 (the “Effective Date”).
WHEREAS, the Officer possesses certain experience and expertise that qualifies the Officer to serve as the Company’s principal financial officer;
WHEREAS, the Company desires to engage the Officer as the Company’s principal financial officer and the Officer wishes to accept such engagement;
WHEREAS, concurrently with the execution of this Agreement, the Officer has executed the Company’s standard Proprietary Information and Inventions Agreement (the “Inventions Agreement”).
NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, the Company and the Officer agree as follows:
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Notwithstanding the foregoing, no such event shall constitute “Good Reason” unless (a) Officer shall have given written notice of such events to the Company within 60 days after the initial occurrence thereof, (b) the Company shall have failed to cure the condition constituting Good Reason within 30 days following the delivery of such notice (or such longer cure period as may be agreed upon by the parties), and (c) Officer terminates service under this Agreement within 30 days after expiration of such cure period. For the avoidance of doubt, the Officer shall not have the right to terminate services under this Agreement for Good Reason for any event listed above that occurs outside of a Protected Period.
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“Affiliates” means the Company and all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by management authority, equity interest or otherwise.
“Change in Control” means a “Change in Control” as defined under the Equity Plan as in effect from time to time.
“Confidential Information” means any and all information of the Company and its Affiliates that is not generally available to the public. Confidential Information also includes any information received by the Company or any of its Affiliates from any Person with any understanding, express or implied, that it will not be disclosed. Confidential Information does not include information that enters the public domain, other than through the Officer’s breach of his obligations under this Agreement or any other agreement between the Officer and the Company or any of its Affiliates.
“Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust or any other entity or organization, other than the Company or any of its Affiliates.
“Protected Period” means the period beginning on the date of a Change in Control and ending on the second anniversary of that date.
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[Signature page immediately follows.]
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IN WITNESS WHEREOF, this Agreement has been executed by the Company, by its duly authorized representative, and by the Officer, as of the date first above written.
THE OFFICER: |
| RENOVACOR, INC. | |
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/s/ Wendy F. DiCicco |
| By: | /s/ Magdalene Cook, M.D. |
Wendy F. DiCicco |
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| Name: Magdalene Cook, M.D. |
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| Title: Chief Executive Officer |
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