Exhibit 10.18
November 27, 2023
Joanne Bryce
Re: Transition and Separation Agreement
Dear Joanne:
This letter confirms that your employment with Disc Medicine, Inc. (the “Company”) will be ending. The Company sincerely appreciates your contributions to the Company and would like to make this transition as seamless as possible. Consistent with that, the Company will be providing you with the opportunity to serve as an advisor to the Company and to receive the severance benefits provided under your Employment Agreement with the Company effective upon the business combination among the Company, Disc Medicine Opco, Inc. (formerly Disc Medicine, Inc.) and Gemstone Merger Sub, Inc. pursuant to that certain Agreement and Plan of Merger, dated as of August 9, 2022 (the “Employment Agreement”). This is the Separation Agreement and Release referred to in the Employment Agreement and capitalized, but undefined terms are defined in the Employment Agreement.
Regardless of whether you enter into the Agreement, the following terms will apply with respect to the ending of your employment:
The remainder of this letter proposes an agreement between you and the Company (the “Agreement”). With those understandings, you and the Company agree as follows:
Your employment will terminate on a date mutually agreed between you and the Company (the “Anticipated Termination Date”), unless you and the Company are unable to so agree (in which event the Company will determine the Anticipated Termination Date in good faith), you resign or are terminated by the Company for “Cause” (as defined in your Employment Agreement) prior to the Anticipated Termination Date. Your actual last day of employment with the Company, whether it is the Anticipated Termination Date or an earlier date, is the “Date of Termination.”
The Company will pay you 100% of your target cash bonus for 2023, at the same time 2023 annual bonuses are paid to other executives.
If you (i) enter into, do not revoke and comply with this Agreement (including, without limitation, the Continuing Obligations, as defined below), and (ii) act cooperatively with the Company to transition your duties and responsibilities (the “Conditions”), the Company will engage you as an independent contractor advisor between the Date of Termination and the date that is nine (9) months after the Date of Termination, unless you resign prior to such date or the Company terminates your engagement for cause as reasonably determined by the Company (the “Advisor Period”).
During the Advisor Period, the Company will pay you $350 for each hour of services you provide the Company. You agree to track and record your hours in good faith. During the Advisor Period, you will be expected to be reasonably available on an as-needed basis to answer questions from the Chief Executive Officer (“CEO”) or other executives or employees, relating to transitioning your duties, but otherwise you are free to use your time as you please, including to search for another job. You will not need to come into the office during the Advisor Period, as any questions can be answered remotely. You agree that you will use your Company email to communicate to third parties outside of the Company only to transition your duties during the Advisor Period, and you acknowledge and agree that you are not authorized to bind the Company. During the Advisor Period, you will not be paid any base salary or other cash compensation (other than the Severance Amount and Benefits described below, subject to the terms of this Agreement), you will not be eligible to participate in the Company’s group employee benefit plans, other than as described below and you will not accrue vacation. However, you will continue vesting in your stock options during the Advisor Period.
For the avoidance of doubt, if you fail to satisfy any of the Conditions, the Advisor Period will end and you will cease vesting as of the last day of the Advisor Period and, if the Advisor Period ends as a result of your breach of the Continuing Obligations, you shall have no right to the Severance Benefits or to any other post-employment compensation or benefits from the Company.
If you enter into and do not revoke this Agreement, and do not resign and are not terminated by the Company for Cause prior to the Anticipated Termination Date, and sign and return the Certificate attached as Exhibit A within the 7-day period following the Date of Termination, the Company will provide you with the following “Severance Amount and Benefits”:
In consideration for, among other terms, the Advisor Period and the opportunity to receive continued vesting during such time, and the Severance Amount and Benefit, to which you acknowledge you would otherwise not be entitled, you voluntarily release and forever discharge the Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when you sign this Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, all Claims:
provided, however, that this release shall not affect your rights under this Agreement or release claims that cannot be released as a matter of law.
You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney’s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you represent that you have not assigned any Claim to any third party.
You acknowledge and agree that you are required to return all Proprietary Information (as defined in the Restrictive Covenants Agreement) to the Company upon the termination of the Advisor Period pursuant to the Restrictive Covenants Agreement. This Section 4 is in addition to, and not in lieu of, your obligations to the Company pursuant to the Restrictive Covenants Agreement. By signing below, you acknowledge and agree that upon the termination of the Advisor Period, you will return to the Company, without altering, deleting or purging any files or documents that may contain Company information, all “Company Property,” which shall include, without limitation, all Company property and equipment in your possession, custody or control, including, without limitation, all files, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to your work, including, without limitation, keys and access cards and credit cards. Notwithstanding the foregoing, as discussed above, you may continue to use your Company laptop during the Advisor Period, provided that you comply with this Agreement, do not download or transfer any Proprietary Information to a personal device and promptly return the Company laptop to the Company following the end of the Advisor Period or at the Company’s request without wiping or deleting any information. After returning all such Company Property to the Company, you must delete and finally purge any duplicates of files or documents that may contain Company information from any non-Company computer or other device that remains your property. In the event that you discover that you continue to retain any such property, you must return it to the Company immediately.
As provided in the Employment Agreement, in consideration for your eligibility for the Severance Amount and Benefits, and notwithstanding anything to the contrary in your Restrictive Covenants Agreement, you agree that: (i) you are not eligible for any Garden Leave Pay (as defined in the Restrictive Covenant Agreement) under the Restrictive Covenants Agreement, (ii) your post-employment noncompetition obligations to the Company under the Restrictive Covenants Agreement nevertheless remain in full effect and are fully enforceable, regardless of the circumstances of your termination and regardless of the lack of Garden Leave Pay; and (iii) your eligibility for Severance Amount and Benefits constitutes mutually agreed-upon, sufficient, fair and reasonable consideration for such noncompetition obligations that is independent of your employment with the Company. Your other Continuing Obligations remain in full effect. The Continuing Obligations (as modified by this Agreement) shall remain in effect throughout the Advisor Period; all references to “employ,” “employee,” ‘employment” and derivations thereof in the Continuing Obligations and therefrom shall be read to include the Advisor Period; and any post-employment restrictions under the Continuing Obligations shall not begin to run until the end of the Advisor Period.
Subject to Section 9, you agree not to make any disparaging statements (whether written, oral, through social or electronic media or otherwise) concerning the Company or any of its affiliates; its or their products or services; or any of its or their current or former officers, directors, shareholders, employees or agents. You further agree not to take any actions or conduct yourself in any way that would reasonably be expected to affect adversely the reputation
or goodwill of the Company or its affiliates; its or their products or services; or any of its or their current or former officers, directors, shareholders, employees or agents.
The Company has issued an announcement about your transition and departure (the “Company Announcement”). You agree to limit any communications regarding your transition and departure to statements consistent with the Company Announcement.
During and after your employment, you agree to cooperate fully with the Company in connection with events or occurrences that transpired while you were employed by the Company. Your full cooperation shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after your employment, you also shall cooperate fully with the Company in connection with any transaction or any investigation, whether internal or external, or any review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while you were employed by the Company. During any such period of cooperation: (i) the Company shall reimburse you for any reasonable out-of-pocket expenses incurred in connection with your performance of obligations pursuant to this Section 8; (ii) the Company will pay you $350 for each hour of services you provide the Company; and (iii) you agree to track and record your hours in good faith.
Nothing contained in this Agreement limits your ability to file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”). In addition, nothing contained in this Agreement limits your ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, nor does anything contained in this Agreement apply to truthful testimony in litigation. If you file any charge or complaint with any Government Agency and if the Government Agency pursues any claim on your behalf, or if any other third party pursues any claim on your behalf, you waive any right to monetary or other individualized relief (either individually or as part of any collective or class action).
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Please indicate your agreement to the terms of this Agreement by signing and returning the original or a PDF copy of this letter within the time period set forth above.
We wish you the best in your future endeavors.
Very truly yours,
DISC MEDICINE, INC.
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This is a legal document. Your signature will commit you to its terms. By signing below, you acknowledge that you have carefully read and fully understand all of the provisions of this Agreement and that you are knowingly and voluntarily entering into this Agreement.
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Joanne Bryce |
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EXHIBIT A
CERTIFICATE UPDATING RELEASE OF CLAIMS
(THIS SHOULD NOT BE SIGNED AT THE SAME TIME THE TRANSITIONAL SERVICES AND SEPARATION AGREEMENT IS SIGNED. IT SHOULD BE SIGNED INSTEAD WITHIN THE 7 DAYS FOLLOWING THE DATE OF TERMINATION)
I, hereby acknowledge and certify that I entered into the Transitional Services and Separation Agreement with the Company to which this Agreement is attached. Capitalized but undefined terms in this Certificate are defined in the Agreement. Pursuant to the Agreement, I am required to sign this “Certificate,” which updates the release of claims in the Agreement, in order to receive the severance benefits described in the Agreement. For this Certificate to become effective and for me to receive such severance benefits, I must sign this Certificate after the Date of Termination but no later than seven days after the Date of Termination. I will not sign this Certificate before the Date of Termination. Subject to the foregoing, the date I sign this Certificate is the “Certificate Effective Date.” I further agree as follows:
Accepted and Agreed:
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Joanne Bryce |
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