Exhibit 10.23
SEPARATION AGREEMENT
October 12, 2022, as modified on November 11, 2022 Jane Henderson
[***]
[***]
Re: Separation Agreement
Dear Jane:
This letter sets forth the substance of the separation agreement (the “Agreement”) which Invivyd, Inc. (the “Company”) is offering to you to aid in your employment transition.
Deductions for the 401(k) Plan will end with your last regular paycheck. You will receive information by mail concerning 401(k) plan rollover procedures should you be a participant in this program.
You may be eligible for unemployment insurance benefits after the Separation Date. Information concerning unemployment benefits will be provided under separate cover.
Regardless of whether you execute this Agreement, The Company will reimburse you for reasonable business expenses pursuant to its regular business practice.
(A) file any document containing the trade secret under seal; and (B) do not disclose the trade secret, except pursuant to court order.
Glassdoor, Yelp, and LinkedIn). Notwithstanding the foregoing, nothing in this Agreement shall limit your right to voluntarily communicate with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, other federal government agency or similar state or local agency or to discuss the terms and conditions of your employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act. Likewise, the Company agrees not to disparage you, in any manner likely to be harmful to you or your reputation; provided that the Company may respond accurately and fully to any question, inquiry or request for information when required by legal process. The Company’s obligations under this Section are limited to Company employees and/or directors with knowledge of this provision. The Company will provide knowledge of this provision to the Company’s executive team (including the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Technology & Manufacturing Officer, Chief Legal Officer, Chief Development Officer, Chief Scientific Officer, and SVP, Human Resources) and the Company’s Board of Directors.
Agreement”) (individually a “Claim” and collectively “Claims”). The Claims you are releasing and waiving in this Agreement include, but are not limited to, any and all Claims that any of the Company Parties:
76m), all as amended, and any and all other federal, state or local laws, rules, regulations, constitutions, ordinances or public policies, whether known or unknown relating to employment laws, such as veterans’ reemployment rights laws;
Notwithstanding the foregoing, other than events expressly contemplated by this Agreement you do not waive or release rights or Claims that may arise from events that occur after the date this waiver is executed or your right to enforce this Agreement. Also excluded from this Agreement are any Claims which cannot be waived by law, including, without limitation, any rights you may have under applicable workers’ compensation laws and your 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 you 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. You further understand this Agreement does not limit your 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 your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, you are otherwise waiving, to the fullest extent permitted by law, any and all rights you may have to individual relief based on any Claims that you have released and any rights you have waived by signing this Agreement. If any Claim is not subject to release, to the extent permitted by law, you waive 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 your 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 you execute this Agreement pursuant to any such plan or agreement. Additionally, nothing herein is intended
to, nor shall it, waive any rights you have to indemnification under any agreements with the Company.
(d) you have seven (7) days following your execution of this Agreement to revoke this Agreement; and (e) you should not sign this Agreement prior to the Separation Date and this Agreement shall not be effective until the date upon which the revocation period has expired unexercised (the "Effective Date"), which shall be the eighth day after this Agreement is executed by you. Failure to execute this Agreement within forty-five days of receiving the Agreement will render this Agreement null and void. If you revoke this Agreement, this Agreement shall become null and void.
You acknowledge that with your receipt of this Agreement you also received an “Age Discrimination in Employment Act Disclosure,” attached as Schedule A, that contains information regarding (i) any class, unit, or group of individuals covered by the Company’s reduction in force (the “Layoff”), any eligibility factors to receive Severance Benefits in connection with the Layoff, and any time limits applicable to the Layoff; and (ii) the job titles and ages of all individuals selected for the Layoff, and the ages of all individuals in the same job classification or organizational unit who are not selected for the Layoff.
provision in question will be modified by the court so as to be rendered enforceable. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of Connecticut.
If this Agreement is acceptable to you, please sign below and return the original to me no later than December 5, 2022. This Agreement will be null and void if we have not received your executed copy by that date.
I wish you good luck in your future endeavors. Sincerely,
Invivyd, Inc.
By: /s/ Julie Green
Julie Green
Senior VP, Human Resources
By signing below, you represent and warrant that you have full legal capacity to enter into this Agreement, you have carefully read and understand this Agreement in its entirety, have had a full opportunity to review this Agreement with an attorney of your choosing, and have executed this Agreement voluntarily, without duress, coercion or undue influence.
Agreed to and Accepted:
/s/ Jane Henderson
Name: Jane Henderson
Date: 11/11/2022
CONSIDERATION PERIOD
I, Jane Henderson, understand that I have the right to take at least 45 days to consider whether to sign this Agreement, which I received on October 21, 2022. If I elect to sign this Agreement before 45 days have passed, I understand I am to sign and date below this paragraph to confirm that I knowingly and voluntarily agree to waive the 45-day consideration period.
Agreed:
/s/ Jane Henderson
Signature
11/11/2022
Date
Schedule A