Exhibit 10.02
CURIS, INC.
Severance Agreement
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THIS SEVERANCE AGREEMENT by and between Curis, Inc., a Delaware corporation
(the "Company"), and Daniel R. Passeri (the "Executive") is made as of November
20, 2000 (the "Effective Date").
WHEREAS, the Board of Directors of the Company (the "Board") has determined
that appropriate steps should be taken to reinforce and encourage the continued
employment and dedication of certain of the Company's key personnel; and
WHEREAS, the Company wishes to provide the Executive with severance pay in
the event of the Executive's separation from the Company under the circumstances
provided for herein;
NOW, THEREFORE, in consideration of the Executive's continued employment by
the Company and other good and valuable consideration, the sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. Term of Agreement. This Agreement, and all rights and obligations of
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the parties hereunder, shall take effect upon the Effective Date and shall
expire at midnight on November 1, 2001 (the "Expiration Date").
2. Not an Employment Contract. The Executive acknowledges that this
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Agreement does not constitute a contract of employment or impose on the Company
any obligation to retain the Executive as an executive or employee of the
Company and that this Agreement does not prevent the Executive from terminating
his employment with the Company at any time.
3. Termination For Cause or Voluntary Departure Prior to the Expiration
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Date. In the event that prior to the Expiration Date (a) the employment of the
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Executive is terminated by the Company for Cause (defined below) or (b) the
Executive voluntarily terminates his employment with the Company, the Company
shall pay to the Executive the compensation and benefits otherwise payable to
him through the last day of his or her actual employment by the Company. For
the purposes of Sections 3 and 4, the term "Cause" shall mean (a) a good faith
finding by the Company that the Executive has engaged in dishonesty, gross
negligence or misconduct, (b) the conviction of the Executive of, or the entry
of a pleading of guilty or nolo contendere by the Executive to, any crime
involving moral turpitude or any felony or (c) any breach or threatened breach
by the Executive of any confidentiality or inventions agreement with the
Company.
4. Termination Without Cause Prior to the Expiration Date. In the event
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that the employment of the Executive is terminated by the Company without Cause
prior to the Expiration Date, the Company shall continue to pay to the Executive
as severance benefits his base salary as in effect on the date of termination
(payable in
annualized biweekly installments in accordance with the Company's regular
payroll practices) and continue to provide to the Executive any other benefits
owed to him by virtue of his employment with the Company (to the extent such
benefits can be provided to non-employees, or to the extent such benefits cannot
be provided to non-employees, then the cash equivalent thereof) until the date
six months after the date of termination.
5. Termination After the Expiration Date. This Agreement shall be of no
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force or effect with respect to any termination of the Executive's employment
with the Company which should occur after the Expiration Date.
6. Notices. Any notices delivered under this Agreement shall be deemed
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duly delivered four business days after it is sent by registered or certified
mail, return receipt requested, postage prepaid, or one business day after it is
sent for next-business day delivery via a reputable nationwide overnight courier
service, in each case to the address of the recipient set forth on the signature
page hereto. Either party may change the address to which notices are to be
delivered by giving written notice of such change to the other party.
7. Entire Agreement. This Agreement constitutes the entire agreement
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between the parties and supersedes all prior agreements and understandings,
whether written or oral, relating to the termination, resignation or other
discontinuation of employment with the Company.
8. Amendment. This Agreement may be amended or modified only by a written
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instrument executed by both the Company and the Executive.
9. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the Commonwealth of Massachusetts (without reference
to the conflicts of laws provisions thereof). Any action, suit or other legal
proceeding arising under or relating to any provision of this Agreement shall be
commenced only in a court of the Commonwealth of Massachusetts (or, if
appropriate, a federal court located within Massachusetts), and the Company and
the Executive each consents to the jurisdiction of such a court.
10. Counterparts. This Agreement may be executed in two signature
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counterparts, each of which shall constitute an original, but all of which taken
together shall constitute but one and the same instrument.
THE EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT AND
UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.
CURIS, INC.
/s/ George A. Eldridge
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George A. Eldridge
Vice President, Finance and Secretary
Address: 61 Moulton Street
Cambridge, MA 02138
EXECUTIVE
/s/ Daniel R. Passeri
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Daniel R. Passeri
Address: 61 Moulton Street
Cambridge, MA 02138
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