Exhibit 10.19
EXECUTIVE EMPLOYMENT AGREEMENT
This Employment Agreement (“Agreement”) is made between 908 Devices Inc. a Delaware corporation (the “Company”), and [ - ] (“You”) and is effective as of [ - ] (the “Effective Date”). Except with respect to the Restrictive Covenants Agreement 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 offer letter, employment agreement or severance agreement.
WHEREAS, the Company desires to employ you and you desire to be employed by the Company on the 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:
consistent with the Company’s usual payroll practices for executive officers, but no less frequently than monthly.
provided, however, that for Cause to exist for the purposes of (iii) and (iv) above: (I) you must have failed to cure such breach or violation within 10 days after notice of such breach or violation from the CEO in the case of (iii), and within 30 days after such notice in the case of (iv), and (II) such breach or violation must have caused, or in the case of (iii) caused or be imminently likely to cause, the Company material harm.
Agreement, “Good Reason” shall mean that you have complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without your consent (each, a “Good Reason Condition”):
The “Good Reason Process” consists of the following steps:
If the Company cures the Good Reason Condition identified in the notice during the Cure Period, that Good Reason Condition shall be deemed not to have occurred.
The amounts payable under Sections 6(a)(iii), (iv) and (v), to the extent taxable, shall be paid or provided 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.
“Change in Control” shall mean any of the following:
Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of Voting Securities beneficially owned by any person to 50 percent or more of the combined voting power of all of the then outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities
directly from the Company) and immediately thereafter beneficially owns 50 percent or more of the combined voting power of all of the then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (i).
IN WITNESS WHEREOF, the parties have executed this Agreement effective on the Effective Date.
908 DEVICES INC.
By:
Name: Kevin J. Knopp
Title: Chief Executive Officer
Date:
EXECUTIVE
Name
Date:
RELEASE OF CLAIMS
This Release of Claims (the “Release” or the “Agreement”) is entered into by and between ________ (“You”) and 908 Devices Inc. (the “Company”), in connection with the “Employment Agreement” between you and the Company dated __________. This is the Release referenced in the Employment Agreement. Terms with initial capitalization that are not otherwise defined in this Release have the meanings set forth in the Employment Agreement. The consideration for your agreement to this Release consists of the severance benefits provided under the Employment Agreement.
| ● | relating to your employment by and termination from employment with the Company or any related entity; |
| ● | of wrongful discharge or violation of public policy; |
| ● | of breach of contract; |
| ● | of discrimination or retaliation under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964; |
| ● | under any other federal or state statute or constitution or local ordinance; |
| ● | of defamation or other torts; |
| ● | for wages, bonuses, incentive compensation, commissions, stock, stock options, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§148-150C, or otherwise; and |
| ● | for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. |
provided that, in no event shall the foregoing be deemed to waive or release (i) your rights under this Release; (ii) any right of indemnification I may have under contract or law, including, without limitation, for any liabilities arising from your actions within the course and scope of your employment with the Company; (iii) any rights which cannot be waived as a matter of law; (iv) to the Accrued Obligations and to any rights you have to severance under the Agreement and (v) any rights you have under the Equity Documents.
You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney’s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you represent that you have not assigned any Claim to any third party.
1 The parties agree that this 21-day period shall be extended to 45 days in the event you are terminated in connection with an “exit incentive or other employment termination program,” as defined and described in the regulations issued under the Older Workers’ Benefits Protection Act.
IN WITNESS WHEREOF, the parties have executed this Release:
908 Devices Inc.
By:________________________________
Its:________________________________
______________________________________
Date
[NAME]
______________________________________
[Name]
______________________________________
Date
Exhibit B
Restrictive Covenants Agreement