展品10.1
本展品中包含的某些機密信息已被省略
由於這不是重要內容，因此已用「[***]」替換，並且可能具有競爭性。
如果公開披露將會造成傷害。
Four Tower Bridge
200 Barr Harbor Drive, Suite 200 West Conshohocken, PA 19428
2024年1月3日
香農·凱利
[*個人可識別信息*]
親愛的Shannon:
我很高興爲您提供以下職位： 合規主管 在馬德里格爾製藥股份有限公司（以下簡稱“馬德里格爾製藥”或“公司公司”）向比爾·希爾伯德彙報。
1.生效日期。您的僱傭起始日期將是2024年1月8日。
2.報酬：
a.薪資您的初始基本月薪爲每半個月16666.67美元（年薪40萬美元），所有適用稅費和其他慣例的就業相關扣款將從中扣除。
b.獎金您將有資格在2024年根據公司完全符合或超越預期的情況，由公司薪酬委員會自行決定，並根據您的業務部門領導確定的個人績效標準和期望情況下，獲得年度基於績效獎金。 根據這些考慮，您的2024年獎金機會將高達您2024年在公司的年薪的40%的目標獎金，如上述 。每個認購單位應支付的購買價格應等於每個企業單位在
第2(a)章
中的價格。 的這份錄取信中描述的。
3.期權和限制性股票單位： 經公司薪酬委員會（「委員會」）批准後，您將在儘快的日期由委員會授予，該日期最接近您入職日期後的當月第一個或第十五個工作日（「授予日期」）獲得總價值爲$1,350,000的股權獎勵（您的「聘用獎勵」）。您的聘用獎勵將由50%限制性股票單位（「RSU 獎勵」）和50%非法定股票期權（「NQSO 獎勵」）組成，受Madrigal Pharmaceuticals, Inc. 2023誘因計劃（「計劃」）、公司計劃授予政策和做法以及相關獎勵協議的條款和條件限制，在您入職日期後提供。您的RSU 獎勵將根據授予日期的公司普通股收盤價進行估值，並設置其下的股票數量。您的RSU 獎勵將根據以下四年內滿足的歸屬計劃條件進行歸屬-- RSU 獎勵的25%將分別分配在您的RSU 獎勵授予日期的第一、第二、第三和第四年週年紀念日，取決於您的
在這些日期繼續受僱; 這些 RSU 獎項將包含「賣出以支付」自動市場出售股票的操作，以支付每個歸屬日期產生的聯邦和州稅款扣繳要求。 非法定股票期權獎項的股數和行權價格將根據授予日期公司普通股的收盤價格確定; NQSO 獎項中的 25% 將在授予日期首個週年日可行使，之後每個季度週年日將可行使 6.25% 的 NQSOs，每種情形均需在該日期繼續受僱時生效。 將來的年度股權獎勵將由公司的薪酬委員會自行決定，需符合公司的授予政策以及當時適用公司股權計劃和相關獎勵協議條款和條件。
4.福利作爲全職僱員，您將有資格參加公司贊助的某些健康福利和401(k)福利計劃，內容和限制與公司其他類似職稱和任期的員工一樣，只要能夠參與，受到相同的條款、條件和限制的約束。 所有此類福利可能會根據公司的個人決定隨時更改或修改。您將從就業的第一天開始獲得保險，而且入職30天內必須完成入職手續。
5.帶薪休假：您將有資格享受瑪德里加爾帶薪假期和152小時（19天）的帶薪休假，按照適用的政策指南，在就業的第一個部分年度中按比例計算。您將有資格獲得40小時（5天）的病假，不按比例計算。
6.「僱傭期限」是指自2024年6月13日開始，到2026年6月13日結束的期限，根據下述規定可以延長或終止。您與公司的僱傭關係將是自願的，這意味着您不必在公司工作任何特定期限。公司不必繼續僱傭您任何特定期限，可以隨時解除您的僱傭關係，無論有無原因。
7.培訓就業需定期完成培訓和考覈（至少每年一次），涉及產品知識、疾病意識和其他核心工作能力的培訓是該職位的持續要求。
8.義務: 公司願意根據其條款和條件延長您的僱傭期限，要求您口頭向公司陳述（通過以下簽名，您在此聲明並同意與公司書面一致），如下：（a）您沒有任何協議、安排或義務限制或限制您充分履行服務的能力，就職於公司；（b）您將遵守所有契約、政策和限制（包括但不限於相關的機密性和禁止招攬）您之前僱主或您擔任員工和/或獨立承包商的實體的；（c）您不會向公司披露任何其他實體或之前僱主的機密或專有信息，也不會在任何時間在受僱於公司期間使用任何此類信息；（d）您同意，在針對上述立即的(a) (b) 和/或 (c) 條款的任何挑戰或訴訟中，除非這些事項得到公司滿意的解決，公司沒有義務協助您抗辯此類挑戰或訴訟，對您沒有任何補償或付款義務。 合規主管 或公司僱員；（b）您將遵守所有盟約、政策和限制（包括但不限於涉及機密和禁止招攬的）您之前僱主或您作爲員工和/或獨立承包商所服務實體的；（c）您不會向公司披露任何其他實體或之前僱主的機密或專有信息，也不會在任何時間在受僱於公司期間使用任何此類信息；（d）您同意，在針對上述立即的(a) (b) 和/或 (c) 條款的任何挑戰或訴訟中，除非這些事項得到公司滿意的解決，公司沒有義務協助您抗辯此類挑戰或訴訟，對您沒有任何補償或付款義務。
9.備用金我們對您的僱傭要約須視乎（1）您簽署標準形式的《不競爭、保密和發明協議》（附件中附有副本）；（2）根據聯邦法律要求，證明您的僱傭資格爲美國公民、美國合法永久居民或特定個人 附錄 A我司向您提供的僱傭要約視乎（1）您簽署標準形式的《不競爭、保密和發明協議》（此處附有副本）；（2）您作爲美國公民、美國合法永久居民或特定個人，具備根據聯邦法律規定的就業資格
已獲移民和歸化服務批准從事就業；以及（3）完成令人滿意的背景調查和藥物篩查。如果以上任何條件不滿足，此就業邀約將被視作作廢。
10.潛在的離職補償權不限制您的僱傭關係的隨時終止性質，根據所附的b展覽附件的約定，在特定情況下，您有資格獲得現金離職補償金，必須在生效前由雙方完全簽署該協議。
11.司法管轄權和棄權在任何爭議情況下，該僱傭提議應根據賓夕法尼亞州的法律解釋。通過接受這份僱傭提議，您同意與公司僱傭任何方面，或與公司分離（無論是自願的還是非自願的）有關的任何訴訟、要求、索賠或反訴應在賓夕法尼亞州具有管轄權的法庭中由一名單獨法官解決，並您明知地放棄並永久放棄您在民事陪審團前審判的權利。
我們對您作爲一名madrigal pharmaceuticals員工加入的前景非常熱情。請在此信函日期之後的五天內簽署附上的一份副本，並將其退回。此日期之後，此聘請將失效。如果您需要額外時間回覆此聘請，請立即告知我們。
此致敬禮，
MADRIGAL PHARMACEUTICALS, INC.
Bill Sibold 日期：2024年1月6日 | ||
比爾·西博德 | ||
首席執行官 | ||
同意並接受：
/s/ Shannon Kelley 日期：2024年1月5日 | ||
姓名：Shannon Kelley | ||
Four Tower Bridge
200 Barr Harbor Drive, Suite 200 West Conshohocken, PA 19428
附件A
2024年1月3日
香農·凱利
[*個人可識別信息*]
親愛的Shannon:
此函用於確認我們就（i）您同意不與Madrigal Pharmaceuticals, Inc.或其現有或將來的子公司或關聯公司（統稱“公司”），（ii）您同意保護和保留公司機密和專有信息以及您在此處明確指定的公司發明所涉及的協議（本函中約定的條款和條件均稱爲“協議”）。根據本意，關聯公司是指控制，被控制或與公司共同受控的個人或實體，「控制」意味着直接或間接擁有指導或引導個人或實體管理和政策的權力，無論是通過擁有表決權證券，合同，還是其他方式. 您特此承認並同意您是一名「隨時僱員」，本協議的任何條款都不應被解釋爲創設明示或暗示的僱傭合同，或對僱傭特定時間段的承諾，公司明確保留隨時終止您的僱傭關係的權利，無論是否通知原因
考慮到您受公司僱傭，本協議中包含的雙方承諾和契約，以及其他有關的良好和有價值的考慮，特此雙方確認已收到並充分認可，我們達成以下協議：
1.禁止競爭和招攬.
(a)某些認可和協議.
(i)我們已經討論過，您認識並承認公司業務的競爭性和專有性方面。
(ii)您將全力以赴地投入公司的業務，並在您與公司的聘用期間（「
」）以及在您離職後的六（6）個月內（除非您的離職是無正當理由或由於裁員或公司未能爲您支付基本工資的50%導致的，此時，根據子款（ii）的約束將在您離職後六個（6）個月結束。術語在您的任職期間的最後兩年內所提供服務的同等或基本相似的性質的任何業務中，您在終止您的僱傭後的六（6）個月內（除非此類終止是無正當理由或由裁員或公司未能爲您支付基本工資的50%而導致，屆時，本限制在子款（ii）中將在離職時終止），都不得直接或間接參與。
未經公司事先書面同意，您不得從事與公司的興趣領域（如下所述）競爭的業務。您承認並同意，如果一項業務符合以下情況，則將被視爲與公司具有競爭關係：（1）進行研究，（2）正在開發或打算開發任何產品候選者，（3）執行公司提供或提供的任何服務或製造或銷售公司提供的任何產品，或（4）執行任何其他服務和/或從事生產、製造、分銷或銷售任何可能代替購買公司提供的服務或產品而購買服務或產品的產品，在您與公司僱傭關係期間的任何時間內，在興趣領域內（「興趣領域」是指[***]）。您在此承認並同意，興趣領域應在您與公司的僱傭關係終止之日起評估，以此協議的目的。競爭者公司和經理商定的其他日期興趣領域”指[***]。您在此承認並同意，興趣領域應在您與公司的僱傭關係終止之日起評估。
(iii)您進一步承認並同意，在您與公司的僱傭關係中，公司將向您提供、披露或提供有關公司業務的機密和專有信息，並且公司可能爲您提供獨特和專門的培訓。您還承認，這些機密信息和培訓是由公司通過大量的時間、精力和金錢開發和將要開發的，所有這些機密信息和培訓都可能被您用於競爭。
(iv)You have been advised to consult with an attorney of your choice in connection with this Agreement and have been provided the time necessary for such consultatation as is reasonable under the circumstances and, if applicable to your work location, in compliance with any state-specific review periods (10 business days for Massachusetts).
(b)Non-Solicitation. During the Term and for a period of twelve (12) months following termination of your employment, whether such termination is voluntary or involuntary, you shall not, without the prior written consent of the Company:
(i)either individually or on behalf of or through any third party, solicit, divert or appropriate or attempt to solicit, divert or appropriate, any vendor, business relationship or customer of the Company during the Term, with whom you had business-related communications on behalf of the Company or on whose project you provided services during the Term, with the effect or intention of reducing or limiting the amount of business that such vendor, business counterparty or customer does with the Company and for the benefit of a Competitor; or
(ii)either individually or on behalf of or through any third party, directly or indirectly, solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultants to the Company (other than your spouse), who have been employees or consultants of the Company at any time during the Term, or who are employees or consultants of the Company at the time of the solicitation, with whom you had business-related communications on behalf of the Company or with whom you worked during the Term, to leave the services of the Company to provide services to any Competitor.
(c)Reasonableness of Restrictions. You further acknowledge and agree that (i) the activities which are prohibited by this Section 1 are narrow and reasonable in relation to the skills
which represent your principal salable asset both to the Company and to your other prospective employers, and (ii) given the global nature of the Company’s business, including its need to market its services and sell its products in a large geographic area in order to have a sufficient customer base to make the Company’s business profitable, the geographic, length of time and substantive scope of the provisions of this Section 1 are reasonable, legitimate and fair to you.
(d)Survival of Acknowledgments and Agreements. Except as expressly set forth hereunder, your acknowledgments and agreements set forth in this Section 1 shall survive the termination of your employment with the Company for the periods set forth above.
2.Protected Information.
(a)Confidentiality Obligations. You shall at all times, both during the Term and thereafter, maintain in confidence and shall not, without the prior written consent of the Company, use, except in the course of performance of your duties for the Company, disclose or give to others any Confidential Information of the Company. As used herein, the term “Confidential Information” shall mean any information which is disclosed to or developed by you during the course of performing services for, or receiving training from, the Company, and is not generally available to the public, including but not limited to confidential information concerning business plans, customers, future customers, suppliers, licensors, licensees, partners, investors, affiliates or others, training methods and materials, financial information, sales prospects, client lists, Company Inventions (as defined in Section 3), or any other scientific, technical, trade or business secret or confidential or proprietary information of the Company or of any third party provided to you during the Term. In the event anyone not employed or otherwise engaged by the Company seeks information from you in regard to any such Confidential Information or any other secret or confidential work of the Company, or concerning any fact or circumstance relating thereto, you will promptly notify the chief executive officer of the Company.
(b)Limited Exceptions. The restrictions in Section 2(a) hereof shall not apply to information that, as can be established by competent written records: (i) was publicly known at the time of the Company’s communication thereof to you; (ii) becomes publicly known through no fault of yours subsequent to the time of the Company’s communication thereof to you; (iii) was in your possession free of any obligation of confidence at the time of the Company’s communication thereof to you; or (iv) is developed by you independently of and without reference to or use of any of the Company’s Confidential Information. In the event that you are required by law, regulation or court order to disclose any of the Company’s Confidential Information, you shall (i) first notify the Company of such disclosure requirement, unless such advance notice requirement is prohibited by law and (ii) furnish only that portion of the Confidential Information that is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.
(c)Protected Rights. Nothing in this Agreement prohibits or restricts you or your attorney from initiating communications directly with, responding to an inquiry from, or providing testimony before the Securities and Exchange Commission, any regulatory or self-regulatory organization, or any other governmental authority. Nothing in this Agreement in any way prohibits or is intended to restrict or impede you from discussing the terms and conditions of your employment with coworkers or union representatives or exercising any other protected rights under Section 7 of the National Labor Relations Act.
(d)Survival of Acknowledgments and Agreements. Except as expressly set forth hereunder, your acknowledgments and agreements set forth in this Section 2 shall survive the termination of your employment with the Company.
3.Ownership of Intellectual Property Ideas.
(a)Property of the Company. As used in this Agreement, the term “Inventions” shall mean all ideas, discoveries, creations, manuscripts and properties, innovations, improvements, know-how, inventions, designs, developments, apparatus, techniques, methods, biological processes, cell lines, laboratory notebooks and formulae, whether patentable, copyrightable or not, including all rights to obtain, register, perfect and enforce any of the foregoing. You hereby agree that any Inventions which you may conceive, reduce to practice or develop during the Term, whether in connection with the business activities of the Company or otherwise, alone or in conjunction with any other party, whether during or out of regular business hours, and whether at the request or upon the suggestion of the Company, or otherwise (collectively, the “Company Inventions”), shall be the sole and exclusive property of the Company. You hereby assign to the Company all of your right, title and interest in and to all such Company Inventions and hereby agree that you shall not publish any of the Company Inventions without the prior written consent of the Company.
(b)Cooperation. During the Term, you agree that, without further compensation, you will disclose promptly to the Company in writing, all Company Inventions you conceive, reduce to practice or develop during the Term (or, if based on or related to any Confidential Information of the Company obtained by you during the Term, within one (1) year after the termination of your employment). You further agree that you will fully cooperate with the Company, its attorneys and agents in the preparation and filing of all papers and other documents as may be reasonably required to perfect the Company’s rights in and to any of such Company Inventions, including, but not limited to, joining in any proceeding to obtain patents, copyrights, trademarks or other legal rights of the United States and of any and all other countries on such Company Inventions; provided, that, the Company will bear the expense of such proceedings (including all of your reasonable expenses). You further agree that any patent or other legal right covering any Company Invention so issued to you, personally, shall be assigned by you to the Company without charge by you. You further acknowledge that all original works of authorship made by you, whether alone or jointly with others within the scope of your employment and which are protectable by copyright are “works made for hire” within the meaning of the United States Copyright Act, 17 U.S.C. § 101, as amended, the copyright of which shall be owned solely, completely and exclusively by the Company. If any Company Invention is considered to be work not included in the categories of work covered by the United States Copyright Act, 17 U.S.C. § 101, as amended, such work shall be owned solely by, or hereby assigned or transferred completely and exclusively to, the Company. If the Company is unable because of your mental or physical incapacity or for any other reason, after reasonable effort, to secure your signature on any document or documents needed to obtain or enforce any patent, copyright, trademarks or any other rights covering Inventions or original works of authorship assigned by you to the Company as required above, you hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as your agent and attorney-in-fact, to act for and in your behalf and stead to execute and file any application or assignment and to do all other lawfully permitted acts to further the prosecution and issuance to the Company of patents, copyright registrations, trademark registrations or similar protections covering the Inventions with the same legal force and effect as if executed by you.
(c)Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016, notwithstanding any other provision of this Agreement: (i) you will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or
indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document that is filed under seal in a lawsuit or other proceeding; or (ii) if you file a lawsuit for retaliation for reporting a suspected violation of law, you may disclose trade secrets to your attorney and use the trade secret information in the court proceeding if you (1) file any document containing the trade secret under seal; and (2) do not disclose the trade secret, except pursuant to court order.
4.Provisions Necessary and Reasonable/Breach/Attorneys’ Fees. You agree that (i) the provisions of Sections 1, 2 and 3 of this Agreement are necessary and reasonable to protect the Company’s Confidential Information, Company Inventions, and goodwill and (ii) in the event of any breach of any of the covenants set forth herein, the Company would suffer substantial irreparable harm and would not have an adequate remedy at law for such breach. In recognition of the foregoing, you agree that in the event of a breach or threatened breach of any of these covenants, in addition to such other remedies as the Company may have at law, without posting any bond or security, the Company shall be entitled to seek and obtain equitable relief, in the form of specific performance, and/or temporary, preliminary or permanent injunctive relief, or any other equitable remedy which then may be available. The seeking of such injunction or order shall not affect the Company’s right to seek and obtain damages or other equitable relief on account of any such actual or threatened breach. In the event the Company takes any court action with respect to your breach or threatened breach of this Agreement, and prevails in such action, you shall be obligated to reimburse the Company for its reasonable attorneys’ fees and costs incurred in such action.
5.Disclosure to Future Employers. You agree that you will provide, and that the Company may similarly provide in its discretion, a copy of the covenants contained in Sections 1, 2 and 3 of this Agreement to any business or enterprise which you may directly, or indirectly, own, manage, operate, finance, join, control or in which you participate in the ownership, management, operation, financing, or control, or with which you may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise.
6.Representations Regarding Prior Work and Legal Obligations.
(a)You represent that you have no agreement or other legal obligation with any prior employer or any other person or entity that restricts your ability to engage in employment discussions with, employment with, or to perform any function for, the Company.
(b)You represent that you have been advised by the Company that at no time should you divulge to or use for the benefit of the Company, any trade secret or confidential or proprietary information of any previous employer. You acknowledge that you have not divulged or used any such information for the benefit of the Company.
(c)You acknowledge that the Company is basing important business decisions on these representations, and affirm that all of the statements included herein are true.
7.Records. Upon termination of your employment relationship with the Company, you shall deliver to the Company any property of the Company which may be in your possession including products, materials, memoranda, notes, records, reports, or other documents or photocopies of the same.
8.No Conflicting Agreements. You hereby represent and warrant that you have no commitments or obligations inconsistent with this Agreement and you hereby agree to indemnify and hold the
Company harmless against loss, damage, liability or expense arising from any claim based upon circumstances alleged to be inconsistent with such representation and warranty.
9.General.
(a)Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address set forth below or to such other address as a party may designate by notice hereunder, and shall be either (i) delivered by hand, (ii) made by telex, telecopy or facsimile transmission with confirmed receipt thereof (and with a copy of such telex, telecopy or facsimile, together with a copy of the confirmation sent to the recipient by regular U.S. mail on the next business day), (iii) sent by overnight courier, or (iv) sent by registered mail, return receipt requested, postage prepaid.
If to the Company: Madrigal Pharmaceuticals
Four Tower Bridge
200 Barr Harbor Drive, Suite 200 West Conshohocken, PA 19428
If to you: To the address set forth on the signature page of this Agreement.
All notices, requests, consents and other communications hereunder shall be deemed to have been given either (i) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above, (ii) if made by telex, telecopy or facsimile transmission, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise, (iii) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (iv) if sent by registered mail, on the fifth business day following the day such mailing is made.
(b)Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.
(c)Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by the parties hereto.
(d)Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.
(e)Assignment. The Company may assign its rights and obligations hereunder to any person or entity that succeeds to all or substantially all of the Company’s business or that aspect of the Company’s business in which you are principally involved. Your rights and obligations under this Agreement may not be assigned by you without the prior written consent of the Company.
(f)Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective
successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement.
(g)Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania, without giving effect to the conflict of laws principles thereof.
(h)Jurisdiction. Any legal action or proceeding with respect to this Agreement may be brought in the courts of the Commonwealth of Pennsylvania or of the United States of America. By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts.
(i)Severability. The parties intend this Agreement to be enforced as written. However,
(i) if any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a duly authorized court having jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law and (ii) if any provision, or part thereof, is held to be unenforceable because of the duration of such provision or the geographic area covered thereby, the Company and you agree that the court making such determination shall have the power to reduce the duration and/or geographic area of such provision, and/or to delete specific words and phrases (“blue-penciling”), and in its reduced or blue-penciled form such provision shall then be enforceable and shall be enforced.
(j)Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify, or affect the meaning or construction of any of the terms or provisions hereof.
(k)No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of the party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.
(l)Counterparts. This Agreement may be executed in one or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
If the foregoing accurately sets forth our agreement, please so indicate by signing and returning to us the enclosed copy of this letter.
Very truly yours,
MADRIGAL PHARMACEUTICALS, INC.
By: /s/ Bill Sibold
Bill Sibold
Chief Executive Officer
Agreed to and accepted:
| /s/ Shannon Kelley | ||
| Name: Shannon Kelley | ||
EXHIBIT B
SEVERANCE AND CHANGE OF CONTROL AGREEMENT
This Severance and Change of Control Agreement (the “Agreement”) is entered into as of January 3, 2024 by and between Madrigal Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Shannon Kelley (“Executive”).
WHEREAS, Executive is employed by the Company, and because of such employment, possesses detailed knowledge of the Company and its business and operations;
WHEREAS, Executive’s continued service to the Company is very important to the future success of the Company;
WHEREAS, the Company desires to enter into this Agreement to provide Executive with certain financial protection in the event that Executive’s employment terminates under certain circumstances, and thereby to provide Executive with incentives to remain with the Company; and
WHEREAS, the Board of Directors of the Company (the “Board”) acting through the Compensation Committee has determined that it is in the best interests of the Company to enter into this Agreement.
NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as follows:
1.Definitions.
(a)Cause. As used herein, “Cause” shall include (and is not limited to): (i) dishonesty with respect to the Company or any affiliate, parent or subsidiary of the Company; (ii) insubordination; (iii) substantial malfeasance or nonfeasance of duty; (iv) unauthorized disclosure of confidential information; (v) Executive’s breach of any material provision of any employment, consulting, advisory, non-disclosure, invention, assignment, non-competition, or similar agreement between Executive and the Company; or (vi) conduct substantially prejudicial to the business of the Company or any affiliate, parent or subsidiary of the Company. The Board shall have sole discretion to determine the existence of “Cause’’ and its determination will be conclusive on Executive and the Company; provided that the Board may delegate its power to act under this paragraph (a) to a committee of the Board in which case the determination of such committee shall be conclusive. “Cause” is not limited to events which have occurred prior to the termination of Executive’s service, nor is it necessary that the Board’s finding of “Cause” occur prior to such termination. If the Board determines, subsequent to Executive’s termination of service, that either prior or subsequent to Executive’s termination Executive engaged in conduct which would constitute “Cause,” then Executive shall have no right to any benefit or compensation under this Agreement.
(b)Change of Control. As used herein, a “Change of Control” shall mean the occurrence of any of the following events:
(i)Ownership. Any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the “Beneficial Owner” (as
defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities (excluding for this purpose any such voting securities held by the Company, or any affiliate, parent or subsidiary of the Company, or by any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions which the Board does not approve; or
(ii)Merger/Sale of Assets. (A) A merger or consolidation of the Company, whether or not approved by the Board, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be outstanding immediately after such merger or consolidation; or (B) the stockholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or
(iii)Change in Board Composition. A change in the composition of the Board as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date of this Agreement, or (B) are elected, or nominated for election to the Board with the affirmative votes of at least a majority of the Incumbent Directors, or by a committee of the Board made up of at least a majority of the Incumbent Directors, at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company).
(c)Good Reason. As used herein, a “Good Reason” shall mean: (i) Executive, as a condition of remaining an employee of the Company, is required to change the principal location where Executive renders services to the Company to a location more than fifty (50) miles from Executive’s then-current location of employment; (ii) there occurs a material adverse change in Executive’s duties, authority or responsibilities which causes Executive’s position with the Company to carry significantly less responsibility or authority than Executive’s position on the date hereof, or (iii) there occurs a material reduction in Executive’s base salary from Executive’s base salary received on the date hereof, provided that any notice of termination by Executive for Good Reason shall be given by Executive within fifteen (15) days of Executive’s becoming aware of the occurrence of the facts giving rise to such Good Reason. For purposes of this Agreement, “Good Reason” shall be interpreted in a manner, and limited to the extent necessary, so that it will not cause adverse tax consequences for either party with respect to Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”), and any successor statute, regulation and guidance thereto.
(d)Base Salary. As used herein, “Base Salary” shall mean Executive’s annual base salary, excluding reimbursements, bonuses, benefits, and amounts attributable to stock options and other non-cash compensation.
2.Severance for Termination by the Company Other than For Cause or by Executive for Good Reason. In the event that (i) Executive’s employment is terminated by action of the Company other than for Cause, or (ii) Executive terminates Executive’s employment for Good
Reason, then Executive shall receive the following (A) in part consideration for undertaking the obligations set forth in the Confidentiality and Inventions and Restrictive Covenants Agreement signed and delivered by Executive as of the date thereof and (B) subject to Executive’s execution of a release of claims as described in Section 7:
(a)Severance Payments. Continuation of payments in an amount equal to Executive’s then-current Base Salary for a twelve (12) month period less all customary and required taxes and employment-related deductions, in accordance with the Company’s normal payroll practices (provided such payments will be made at least monthly).
(b)Separation Bonus. Payment of a separation bonus in an amount equal to the target annual bonus to which Executive may have been entitled for the year in which Executive is terminated, less all customary and required taxes and employment-related deductions, paid in twelve (12) equal monthly installments less all customary and required taxes and employment-related deductions, in accordance with the Company’s normal payroll practices (provided such payments will be made at least monthly).
(c)Equity Acceleration. Acceleration of vesting of any and all outstanding equity awards that would have vested during the period commencing on Executive’s date of termination through and including the date that is twelve (12) months following Executive’s date of termination.
(d)COBRA Payments. Upon completion of the appropriate COBRA (“COBRA” is the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended) forms, and subject to all the requirements of COBRA, the Company shall continue Executive’s participation in the Company’s health and dental insurance plans at the Company’s cost (except for Executive’s applicable contribution portion and co-pay, if any, which shall be deducted from Executive’s severance compensation) for the twelve (12) months following Executive’s date of termination, to the same extent that such insurance is provided to similarly situated Company executives, provided that this benefit will cease and the Company will be under no obligation to provide it if Executive has become eligible for coverage under another employer’s group coverage, and Executive hereby agrees to notify the Company promptly and in writing should that occur.
(e)No Duplication. In the event that Executive is eligible for the severance payments and benefits under Section 3 below, Executive shall not be eligible for and shall not receive any of the severance payments and benefits as provided in this Section 2.
3.Change of Control Severance. In the event that a Change of Control occurs and within a period of one (1) year following the Change of Control either: (i) Executive’s employment is terminated by action of the Company other than for Cause, or (ii) Executive terminates Executive’s employment for Good Reason, then Executive shall receive the following (A) in part consideration for undertaking the obligations set forth in the Confidentiality and Inventions and Restrictive Covenants Agreement signed and delivered by Executive as of the date thereof and (B) subject to Executive’s execution of a release of claims as described in Section 7:
(a)Lump Sum Severance Payment. Within thirty (30) days following Executive’s termination, payment of an amount equal to twelve (12) months of Executive’s then-current Base Salary less all customary and required taxes and employment-related deductions.
(b)Separation Bonus. Within thirty (30) days following Executive’s termination, payment of a separation bonus in an amount equal to the target annual bonus to which Executive may have been entitled for the year in which Executive is terminated, less all customary and required taxes and employment-related deductions.
(c)Equity Acceleration. Full acceleration as of the date of termination of vesting of any and all equity awards outstanding immediately prior to termination.
(d)COBRA Payments. Upon completion of the appropriate COBRA forms, and subject to all the requirements of COBRA, the Company shall continue Executive’s participation in the Company’s health and dental insurance plans at the Company’s cost (except for Executive’s applicable contribution portion and co-pay, if any, which shall be deducted from Executive’s severance compensation) for the twelve (12) months following Executive’s date of termination, to the same extent that such insurance is provided to similarly situated Company executives. provided that this benefit will cease and the Company will be under no obligation to provide it if Executive has become eligible for coverage under another employer’s group coverage, and Executive hereby agrees to notify the Company promptly and in writing should that occur.
(e)No Duplication. In the event that Executive is eligible for the severance payments and benefits under Section 2 above, Executive shall not be eligible for and shall not receive any of the severance payments and benefits as provided in this Section 3.
4.No Severance. In the event that Executive’s employment is terminated for any reason other than those outlined in Sections 2 or 3, then Executive shall have no right to any of the severance payments and benefits provided under this Agreement.
5.Distribution Limitation. If any payment or benefit Executive would receive under this Agreement, when combined with any other payment or benefit Executive receives pursuant to a Change of Control (for purposes of this section, a “Payment”) would: (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be either: (x) the full amount of such Payment; or (y) such lesser amount (with cash payments being reduced before stock option compensation) as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes, and the Excise Tax, results in Executive’s receipt, on an after- tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax.
6.Timing Of Payments. Notwithstanding any other provision with respect to the timing of payments under Sections 2 or 3, if at the time of Executive’s termination, Executive is deemed to be a “specified employee” of the Company (within the meaning of Code Section 409A(a)(2)( B)(i) and any successor statute, regulation and guidance thereto (“Code Section 409A”)), then limited only to the extent necessary to comply with the requirements of Code Section 409A any payments to which Executive may become entitled under Sections 2 or 3, which are subject to Code Section 409A (and not otherwise exempt from its application) will be withheld until the first (1st) business day of the seventh (7th) month following the termination of
Executive’s employment at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, paymentsotherwise due to Executive under the terms of Sections 2 or 3.
7.Release of Claims. The Company shall not be obligated to pay Executive any of the compensation set forth in Sections 2 and 3, unless and until Executive has executed, and not revoked, a timely full and general release of all claims against the Company and any affiliate, parent or subsidiary, and its and their officers, directors, employees, and agents, in a form satisfactory to the Company. Any payments due pursuant to Sections 2 and 3 of this Agreement shall commence sixty (60) days after the Executive’s last day of employment, at which time Executive shall have no right to revoke any previously executed general release of claims.
8.No Impact on Employment Status. This Agreement is not intended to confer, and shall not be interpreted as conferring, any additional employment rights on Executive, and has no impact on either party’s right to terminate Executive’s employment under contract or applicable law.
9.Enforceability; Reduction. If any provision of this Agreement shall be deemed invalid or unenforceable as written, this Agreement shall be construed, to the greatest extent possible, or modified, to the extent allowable by law, in a manner which shall render it valid and enforceable and any limitation on the scope or duration of any provision necessary to make it valid and enforceable shall be deemed to be a part thereof. No invalidity or unenforceability of any provision contained herein shall affect any other portion of this Agreement.
10.Notices.
(a)All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address set forth below or to such other address as a party may designate by notice hereunder, and shall be either (i) delivered by hand, (ii) made by telex, telecopy, facsimile, electronic mail, or other electronic transmission, (iii) sent by overnight courier, or (iv) sent by registered or certified mail, return receipt requested, postage prepaid.
If to the Company:
Chief Executive Officer Madrigal Pharmaceuticals, Inc. 200 Barr Harbor Drive, Suite 200 West Conshohocken, PA 19428
If to Executive:
To Executive’s last known address in the Company’s personnel records.
(b)All notices, requests, consents and other communications hereunder shall be deemed to have been given either (i) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above, (ii) if made by telex, telecopy, facsimile, electronic mail, or other electronic transmission, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise, (iii) if sent by overnight courier, on the next business day
following the day such notice is delivered to the courier service, or (iv) if sent by registered or certified mail, on the fifth (5th) business day following the day such mailing is made.
11.Entire Agreement/No Duplication of Compensation or Benefits. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof including, but not limited to, any offer letter or employment agreement previously entered into between Executive and the Company. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. The terms of Sections 2 and 3 above shall replace any agreement policy or practice which otherwise would obligate the Company to provide any severance compensation and/or benefits to Executive, provided that this provision shall not be construed to otherwise limit Executive’s rights to payments or benefits provided under any pension plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended), deferred compensation, stock, stock option or similar plan sponsored by the Company.
12.Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto. Any such amendment shall comply with the requirements of Code Section 409A, if applicable.
13.Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.
14.Assignment. The rights and obligations under this Agreement may be assigned by the Company.
15.Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement.
16.Arbitration. Any controversy, dispute or claim arising out of or in connection with this Agreement will be settled by final and binding arbitration to be conducted in Philadelphia, Pennsylvania pursuant to the national rules for the resolution of employment disputes of the American Arbitration Association then in effect. The decision or award in any such arbitration will be final and binding upon the parties, and judgment upon such decision or award may be entered in any court of competent jurisdiction, or application may be made to any such court for judicial acceptance of such decision or award and an order of enforcement. In the event that any procedural matter is not covered by the aforesaid rules, the procedural law of the Commonwealth of Pennsylvania will govern. Any disagreement as to whether a particular dispute is arbitral under this Agreement shall itself be subject to arbitration in accordance with the procedures set forth herein. Notwithstanding the foregoing, any right or obligation arising out of or concerning any separate contract or agreement between the parties (including but not limited to any employee,
non-com petition, non-solicitation, non-disclosure and invention agreement) shall be decided in accordance with the dispute resolution mechanism provided for by such contract or agreement.
17.Governing Law / Jurisdiction / Service of Process. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the law of the Commonwealth of Pennsylvania, without giving effect to the conflict of law principles thereof. Any legal action or proceeding with respect to this Agreement that is not subject to arbitration pursuant to Section 16 will be brought in the courts of the Commonwealth of Pennsylvania, County of Montgomery, or of the United States of America for the Eastern District of Pennsylvania, sitting in Philadelphia. By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by certified mail, postage prepaid, to the party at its address set forth in Section 10.
18.Counterparts. This Agreement may be executed in multiple counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
MADRIGAL PHARMACEUTICALS, INC.
By: /s/ Bill Sibold
Name: Bill Sibold
Title: Chief Executive Officer
EXECUTIVE
By: /s/ Shannon Kelley
Name: Shannon Kelley
Four Tower Bridge
200 Barr Harbor Drive, Suite 200 West Conshohocken, PA 19428
August 2, 2024 Shannon Kelley
[*personally identifiable information*]
Dear Shannon,
I am delighted to confirm that you have been promoted to the position of Chief Legal Counsel at Madrigal Pharmaceuticals, Inc. (“Madrigal” or “Company”), effective August 2, 2024. This promotion is a recognition of your outstanding contributions, dedication, and leadership at Madrigal.
Over the last several months, you have consistently demonstrated exceptional legal expertise, strategic thinking, and a deep commitment to upholding the highest standards of integrity and compliance. Your ability to navigate complex legal challenges and provide sound counsel has been invaluable to our organization.
In addition to your new role as Chief Legal Counsel, you will retain the role as Chief Compliance Officer. It is anticipated that you will be responsible for compliance matters as well as overseeing all legal matters, including corporate governance, regulatory compliance, intellectual property, and risk management. We expect you to play a key role in shaping our legal strategy to support the Company's growth and innovation goals.
Effective August 5, 2024, your compensation shall be:
Annual Base Salary: Paid semi-monthly at the rate of $520,000 per year, subject to later adjustment at the discretion of the Company and less applicable withholdings (the actual annual base salary at any time is the “Base Salary”).
Bonus: Eligible for an annual performance bonus, targeted at 45% of the Base Salary, which shall apply for the entirety of the 2024 calendar year (the actual amount of your performance bonus, if any, to be determined at the discretion of the Compensation Committee of the Company’s Board of Directors).
Equity: Subject to the approval of the Compensation Committee of the Company’s Board of Directors, you will be granted a promotional equity grant with an aggregate value of $2.55 million (50% in the form of RSUs subject to time-based vesting and 50% in the form of options to purchase shares of the Company’s common stock subject to time-based vesting). The number of shares subject to your promotion grant will be determined in accordance with the Company’s grant practices for similarly situated employees and such grant will be subject to standard vesting and the other terms and conditions of the applicable Company equity incentive plan and associated award agreements.
Except as modified by this letter, the other terms and conditions of your employment shall remain in full force and effect following your promotion including, without limitation, your restrictive covenant agreement and your severance and change in control agreement, which were attached as Exhibits A and B to your offer letter.
I look forward to your continued success and your contributions in your new role. Congratulations, Shannon!
Warm regards,
/s/ Bill Sibold
Bill Sibold
Chief Executive Officer
Madrigal Pharmaceuticals
Agreed to and accepted:
/s/ Shannon Kelley Date: August 2, 2024
Shannon Kelley