Exhibit 10.12
TYRA BIOSCIENCES, INC.
EMPLOYMENT AGREEMENT
This Employment Agreement (the “Agreement”) is entered into as of August 19, 2021, by and between Tyra Biosciences, Inc., a Delaware corporation (the “Company”) and John Healy (“Executive” and, together with the Company, the “Parties”). This Agreement will be effective upon the consummation of the Company’s initial public offering (the “IPO”) of its common stock (the “Effective Date”). In the event the IPO does not occur, this Agreement shall be of no force or effect. Capitalized terms used herein and not otherwise defined shall have those meanings set forth in Appendix I hereto.
WHEREAS, the Company desires to retain the services of Executive by engaging Executive to perform services as an employee of the Company under the terms hereof; and
WHEREAS, Executive desires to provide services to the Company on the terms hereof.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, including the respective covenants and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
off in accordance with the Company’s policy.
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awards in the Company’s sole discretion.
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defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date.
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[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date and year first above written.
TYRA BIOSCIENCES, INC.
By: /s/ Todd Harris
Name: Todd Harris, Ph.D.
Title: Chief Executive Officer
EXECUTIVE
By: /s/ John Healy
Name: John Healy
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[Signature Page to Employment Agreement]
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APPENDIX I DEFINITIONS
All defined terms used in this Appendix I that are not otherwise defined in this Appendix I shall have the meaning ascribed to such terms in the Employment Agreement to which this Appendix I relates.
“Cause” shall mean the occurrence of any one or more of the following events or conditions:
involving dishonesty, theft, fraud or moral turpitude, or any felony.
“Change in Control” shall have the meaning given to such term in the Company’s 2021 Incentive Award Plan. Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any amount hereunder that provides for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event shall only constitute a Change in Control for purposes of the payment timing of such amount if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).
“Change in Control Period” shall mean the period commencing three (3) months prior to a Change in Control and ending on the eighteen (18)-month anniversary of the Change in Control.
“Disability” shall mean permanent and total disability within the meaning of Section 22(e) of the Code.
“Good Reason” shall mean any one of the following: (i) the material reduction of Executive’s Annual Base Salary (other than as part of a reduction in the base salaries of all or substantially all
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other similarly situated employees of the Company that is in the same proportion as the reduction in Executive’s Annual Base Salary); (ii) a material reduction of Executive’s duties and responsibilities from those in effect on the Effective Date; (iii) the Company’s material breach of this Agreement (other than a reduction of Executive’s Annual Base Salary as part of a reduction in the base salaries of all or substantially all other similarly situated employees of the Company that is in the same proportion as the reduction in Executive’s Annual Base Salary); or (iv) the permanent, non-voluntary relocation of Executive’s principal place of employment that increases Executive’s one-way commute by more than thirty-five (35) miles, provided, that, in each case, Executive will not be deemed to have Good Reason unless (A)Executive first provides the Board with written notice of the condition giving rise to Good Reason within thirty (30)days of its initial occurrence, (B)the Company or the successor company fails to cure such condition within ten (10)days after receiving such written notice (the “Cure Period”), and (C)Executive’s resignation based on such Good Reason is effective within thirty (30)days after the expiration of the Cure Period.
“Involuntary Termination” shall mean Executive’s termination (A) by the Company without Cause, (B) by Executive for Good Reason, (C) due to death or (D) due to Disability.
“Person” shall mean any individual, corporation, limited liability corporation, partnership, or other business entity.
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