Mr. Mayur (Ian) Somaiya
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[***]
Dear Ian:
On behalf of NewAmsterdam Pharma Corporation, I am pleased to offer you (“you” or “Executive”) employment with the Company as its Chief Financial Officer. NewAmsterdam Pharma Corporation (the “U.S. Subsidiary”) is an indirect wholly owned subsidiary of NewAmsterdam Pharma Company N.V. (“Parent”). The
U.S. Subsidiary, Parent, and their respective subsidiaries and other affiliates are collectively referred to herein as the “Company,” and the duties of the Company set forth herein may be discharged by any entity within that definition. The initial terms and conditions of your employment, should you accept this offer, are set forth below in this letter agreement (the “Agreement”). Certain capitalized terms used in this Agreement are defined in the attached Exhibit A.
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that you submit appropriate supporting documentation within fifteen (15) days following the Effective Date (the “Attorney Fees”). The Attorney Fees will paid directly to your counsel no later than thirty (30) days after submission of appropriate supporting documentation.
Your last day of employment for any reason is referred to herein as the “Date of Termination.” In the event that you elect to end your employment other than for Good Reason, the Company requires that you provide at least 14 days’ advance written notice to the Company. The Company may unilaterally accelerate the Date of Termination, and such acceleration shall not be deemed a termination by the Company.
To the extent applicable, you shall be deemed to have resigned from all officer, board and committee positions that you hold with the Company or any of its respective subsidiaries and affiliates upon the termination of your employment for any reason. You shall execute any documents in reasonable form as may be requested to confirm or effectuate any such resignations.
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(i) you signing a Separation Agreement (as defined below, which shall include, without limitation, a general release of claims against the Company and all related persons and entities and a reaffirmation of the Continuing Obligations as defined below) that is provided by the Company no later than 30 days after your Date of Termination; (ii) an agreement to extend your Non-Competition Period, as defined in your Restrictive Covenants Agreement (defined below), through the twelve (12) month anniversary of your Date of Termination, which may, for convenience, be included in your Separation Agreement; (iii) your not being in material (and, if curable, uncured) breach of the Continuing Obligations (which breach shall cause all severance payments and benefits to immediately cease); and (iii) the Separation Agreement becoming irrevocable (following a seven-business-day revocation period), all within 60 days after the Date of Termination:
Except with respect to bonus payments described in Section 8(b), amounts payable under this Section 8, to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over twelve (12) 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, such amounts, to the extent they qualify 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.
If your employment ends for any reason other than a termination by the Company without Cause or a termination by you for Good Reason, you will be entitled to the Accrued Obligations and will not be entitled to any further compensation from the Company; provided, however, if your employment ends due to your death or disability, you will receive the Accrued Obligations and the bonus payments described in Sections 8(b), but you will not be eligible for other severance pay and benefits, whether pursuant to this Section 8 or otherwise.
For purposes of this Agreement, the “Separation Agreement” shall a be a form of separation and release
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that: (i) includes a general release of all claims which could be brought against the Company and all related persons and entities (other than with respect to the Accrued Obligations) and a reaffirmation of the Continuing Obligations (as defined below); and (ii) except as expressly otherwise provided in Section 8, does not include any post-employment restrictions that are more restrictive to you than those provided in the Continuing Obligations.
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with the Company in connection with any investigation or 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. The Company shall reimburse you for any reasonable out-of-pocket expenses incurred in connection with your performance of obligations pursuant to this Section 10(c). You will not be required to expend unreasonable amounts of time or effort in the course of such cooperation, taking into consideration your then other professional and personal obligations.
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amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in- kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.
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Termination, if applicable, or at such earlier time as is reasonably requested by the Company or the Executive. The Executive shall cooperate with the Company and the Accounting Firm with respect to such determinations and calculations. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.
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We are excited about the prospect of having you join the Company. Very truly yours,
NEWAMSTERDAM PHARMA CORPORATION
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By: /s/ Michael Davidson
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Name:
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Michael Davidson
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Title:
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CEO
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I have read and accept this employment offer:
By: /s/ Ian Somaiya
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Name:
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Ian Somaiya
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Dated:
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10/06/23
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Exhibit A
(12) month period following a Change in Control. In the event of a Qualifying Change in Control Termination
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under clause (i), the changes to Executive’s equity awards shall be effective as of the Change in Control, subject to the other terms and conditions herein.
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