EXHIBIT 10.8
EMPLOYMENT AGREEMENT
This Employment Agreement (“Agreement”) is made between PepGen Inc. (the “Company”), and Noel Donnelly(the “Executive”) and is effective as of March 21, 2023 (the “Effective Date”). Except with respect to the Continuing Obligations and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between you and the Company regarding the subject matter herein, including without limitation any prior offer letter, employment agreement or severance agreement.
WHEREAS, the Company desires to continue to employ you and you desire to continue 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:
Position and Duties. You shall serve as the Chief Financial Officer of the Company and shall have such powers and duties as may from time to time be prescribed by the Chief Executive Officer (the “CEO”) or other duly authorized executive. You shall devote your full working time and efforts to the business and affairs of the Company and will not engage in any other business activities during your employment by the Company.
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 your employment with the Company is terminated for any reason, the Company shall pay or provide to you (or your authorized representative or estate) (i) any Base Salary earned through the Date of Termination; and (ii) any unpaid expense reimbursements (subject to, and in accordance with this Agreement) (collectively, the “Accrued Obligations”).
The amounts payable under Section 5 (a) and (b), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 9 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.
IN WITNESS WHEREOF, the parties have executed this Agreement effective on the Effective Date.
PEPGEN INC.
/s/ James McArthur
By: James McArthur
Its: Chief Executive Officer
EXECUTIVE
/s/ Noel Donnelly
Noel Donnelly
Exhibit A
Restrictive Covenants Agreement