Exhibit 10.12
EMPLOYMENT AGREEMENT
This Employment Agreement (“Agreement”) is made between Fusion Pharmaceuticals Inc. (“Parent Company”), Fusion Pharmaceuticals US Inc., a Delaware corporation and US subsidiary of the Parent Company (the “Company”), and Dmitri Bobilev (the “Executive”) and is effective as of November 7, 2022, or such other date as may be agreed upon by the parties based on the timing of Executive’s separation from Executive’s current employer, and in any case conditional on such separation and on the Company’s determination that Executive is not restricted by any agreement between Executive and such employer from commencing employment with the Company (the “Effective Date”).
WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company on the new terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Notwithstanding anything to the contrary in the foregoing, any purported termination for Cause under subsections (i), (iii), (iv), (v) or (vi) above shall not be effective unless and until (A) the Company has provided Executive with Notice of Termination that describes in reasonable detail the facts
and circumstances giving rise to the termination for Cause and (B) to the extent the Executive’s action (or inaction) is curable as reasonably determined in the Company’s discretion, the Executive has been afforded an opportunity of not less than fourteen (14) days in which to cure the complained-of action (or inaction) described in the Notice of Termination.
The “Good Reason Process” consists of the following steps:
If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred.
If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to the Executive’s authorized representative or estate) (i) any Base Salary earned through the Date of Termination; (ii) unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement); (iii) accrued but unused vacation pay through the Date of Termination; and (iv) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Obligations”).
The amounts payable under Section 5, to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 12 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount, to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
“Change in Control” shall mean any of the following:
Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of Voting Securities beneficially owned by any person to 50 percent or more of the combined voting power of all of the then outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns 50 percent or more of the combined voting power of all of the then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (i).
IN WITNESS WHEREOF, the parties have executed this Agreement effective on the Effective Date.
FUSION PHARMACEUTICALS INC.
/s/Maria Stahl____________________
By: Maria Stahl ______________________
Its: Chief Legal Officer________________
FUSION PHARMACEUTICALS US INC.
/s/Maria Stahl_____________________
By: Maria Stahl ______________________
Its: Secretary_________________________
EXECUTIVE
/s/Dmitri Bobilev_________________
Dmitri Bobilev M.D.
Exhibit A
Restrictive Covenants Agreement