Exhibit 10.12
December 7, 2022
Robert Pierce, MD
[***]
Re: Separation from Employment
Dear Rob,
As previously discussed, your employment with Sensei Biotherapeutics, Inc. shall end effective December 7, 2022 (the “Separation Date”). Pursuant to the conclusion of your employment, please note the following important information:
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Enclosures
Sincerely,
/s/ John Celebi
John Celebi
President and CEO
December 7, 2022
Robert Pierce, MD
[****]
Re: Separation Agreement
Dear Rob,
The purpose of this letter agreement (the “Agreement”) is to confirm the terms regarding
your separation of employment from Sensei Biotherapeutics, Inc. and its affiliates (collectively, “Company”). As more fully set forth below, Company desires to provide you with severance pay and benefits in exchange for certain agreements by you. As explained more fully in Section 12 below, you may take up to forty five (45) days following your Separation Date (as defined below) to review and execute this Agreement. This Agreement shall become effective on the eighth (8th) day following the date that you sign it (the “Effective Date”).
in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the Non-CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the Non-CIC COBRA Payment Period.
Notwithstanding the timing of payments set forth above in Sections 2(a) and 2(b), you and the Company may agree in writing (email being sufficient) that the Severance Benefits will be paid in one or more lump sum payments in lieu of installments.
The Severance Benefit shall confer no benefit on anyone other than the parties hereto. Except for the specific financial consideration set forth herein, you are not entitled to any other compensation including, without limitation, wages, bonuses, vacation pay, holiday pay or any other form of compensation or benefit.
1 For the purposes of this section, the parties agree that the term “Company” shall include Sensei Biotherapeutics, Inc., and its and their divisions, affiliates, parents and subsidiaries, and its and their respective officers, directors, shareholders, owners, employees, attorneys, agents and assigns.
compensatory damages, emotional distress damages, punitive damages, attorney’s fees and any other costs) for any alleged action, inaction or circumstance existing through the Execution Date. Without limiting the foregoing, you waive and release Company from any waivable claim arising from or related to your employment relationship with Company up through the Execution Date, including: (i) Claims under any Massachusetts, Maryland, Washington or any other state or federal statute, regulation or executive order (as amended) related to fair employment practices, discrimination, harassment, leaves of absence, wages, hours, or any other terms and conditions of employment, including the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act, the Genetic Information Non-Discrimination Act, the Lilly Ledbetter Fair Pay Act, the National Labor Relations Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, COBRA, the Worker Adjustment and Retraining Notification Act, the Uniformed Services Employment and Reemployment Rights Act, the Massachusetts Fair Employment Practices Statute, the Massachusetts Equal Rights Act, Massachusetts Civil Rights Act, the Massachusetts Wage Act, the Massachusetts Minimum Fair Wages Act, the Massachusetts Equal Pay Act, the Maryland Fair Employment Practices Act, the Maryland Anti-Discrimination Law, the Maryland Medical Information Discrimination Law, the Maryland Reasonable Accommodations for Disabilities Due to Pregnancy Act, the Maryland Deployment of Family Members in the Armed Forces Act, the Maryland Equal Pay for Equal Work Law, the Maryland WARN Law, the Maryland Flexible Leave Act, the Maryland Lien for Unpaid Wages, the Washington Industrial Welfare Act, the Washington Law Against Discrimination, the Washington Family Leave Act, the Washington Leave Law, the Washington Minimum Wage Requirements and Labor Standards Act, Title 49 of the Revised Code of Washington, the Washington Equal Pay Opportunity Act, the Washington Fair Chance Act and any similar Massachusetts, Maryland, Washington or other state or federal statute; please note that this section specifically includes a waiver and release of Claims that you have or may have regarding payments or amounts covered by the Massachusetts Wage Act or the Massachusetts Minimum Fair Wages Act, including hourly wages, salary, overtime, minimum wages, commissions, vacation pay, holiday pay, sick leave pay, dismissal pay, bonus pay or severance pay; (ii) Claims under any Massachusetts, Maryland, Washington or any other state or federal common law theory, including wrongful discharge, retaliation, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual or business relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence or any claim to attorneys’ fees under any applicable statute or common law theory of recovery; and
(iii) any other Claim arising under other Massachusetts, Maryland, Washington or other state or federal statute or common law.
(i) release Company from any obligation expressly set forth in this Agreement; (ii) waive or release any legal claims which you may not waive or release by law, including under workers’ compensation laws; or (iii) prohibit you from challenging the validity of this release under federal law, from filing a charge or complaint of employment related discrimination with the Equal Employment Opportunity Commission (“EEOC”) or similar state agency, from participating in any investigation or proceeding conducted by the EEOC or similar state agency, or from providing documents or information to the EEOC or similar state agency. Your waiver and release, however, are intended
to be a complete bar to any recovery or personal benefit by or to you with respect to any claim (except those which cannot be released under law), including those raised through a charge with the EEOC. Accordingly, nothing in this Section 11 shall be deemed to limit Company’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the federal discrimination laws, or to seek restitution to the extent permitted by law of the economic benefits provided to you under this Agreement in the event you successfully challenge the validity of this release and prevail in any claim under the federal discrimination laws.
within Massachusetts, and shall be governed by and construed in accordance with the laws of Massachusetts, without giving effect to conflict of law principles. The parties agree that any action, claim or counterclaim relating to the terms of this Agreement shall be commenced in Massachusetts in a court of competent jurisdiction, and that venue for such actions shall lie exclusively in Massachusetts. Both parties hereby waive and renounce in advance any right to a trial by jury in connection with such legal action.
The parties acknowledge that each has been afforded sufficient time to understand the terms of this Agreement, that its agreements and obligations hereunder are made voluntarily, knowingly and without duress, and that the other party has not made representations inconsistent with this Agreement. This Agreement may be signed in electronic format (PDF) and on one or more copies, each of which when signed shall be deemed to be an original, and all of which together shall constitute one and the same Agreement.
If the foregoing correctly sets forth our understanding, please sign, date and return the enclosed copy of this Agreement to Elisabeth Colunio, VP Human Resources, at [XXXX].com, within forty five (45) days of the Separation Date.
Sensei Biotherapeutics, Inc.
By: /s/ John Celebi
Name: John Celebi
Title: President and CEO
Dated: December 7, 2022
Confirmed and Agreed:
/s/ Robert Hamilton Pierce, MD
Robert Hamilton Pierce, MD
Dated: January 9, 2023