Exhibit 10.2
August 10, 2026
By E-Mail
Ivan Hyep
Dear Ivan:
This letter confirms your separation from employment and proposes an agreement between Bicara Therapeutics Inc., its existing or future parents, subsidiaries, or affiliated corporations or entities and any division of any of them, as well as any of their successors or assigns (collectively the “Company”) and you. The Company and you are collectively referred to as the “Parties.”
As you know, you and the Company are parties to a Second Amended and Restated Employment Agreement dated August 22, 2024 (the “Employment Agreement”) that provides you the opportunity to receive certain severance benefits upon a qualifying termination in exchange for you entering into, not revoking, and complying with a Separation Agreement (as such capitalized terms are defined in the Employment Agreement). The below agreement (the “Agreement”) is the Separation Agreement referenced in the Employment Agreement.
Whether or not you enter into this Agreement, your employment with the Company shall end pursuant to Section 4(d) of the Employment Agreement, effective August 11, 2026 (the “Anticipated Date of Termination”), unless you sooner resign or the Company terminates your employment for Cause (as defined in the Employment Agreement). The Parties acknowledge and agree that all notice obligations under Section 4(a) of the Employment Agreement have been satisfied (as defined in the Employment Agreement) to the other party. Your actual last date of employment with the Company shall be referred to herein as the “Date of Termination” and the period of time between the date of this letter and the Date of Termination is referred to herein as the “Transition Period.”
As of the Date of Termination, you will not be authorized to enter into any agreements or otherwise perform any work on behalf of the Company except as specifically requested and authorized by the Company. Specifically, during the Transition Period, the Company reserves the right to utilize your services to assist in the transition of your responsibilities on an as-needed basis to be determined within the Company’s sole discretion. The Company shall pay you for all time worked through the Date of Termination, regardless of whether you enter into the Agreement. To the extent you receive medical, dental and/or vision insurance coverage as of the Date of Termination, you shall continue to receive those benefits through the last day of the month in which the Date of Termination falls. To continue your coverage beyond that date, you must elect COBRA continuation coverage. Such COBRA continuation coverage will be at your own expense, unless otherwise provided herein. Your rights and obligations under COBRA are explained in a separate letter to you.
Your eligibility to participate in any other employee benefit plans and programs of the Company ceases on or after the end of your employment in accordance with applicable benefit plan or program terms and practices.
By no later than the Date of Termination, or immediately upon request by the Company, if sooner, you are expected to return all Company property in your possession, if any, to Pauline Dufresne, the Company’s Chief People Officer. Additionally, please note that the Invention Assignment, Non-Disclosure, and Business Protection Agreement between you and the Company dated March 31, 2021 (the “Restrictive Covenants Agreement”) and any other confidentiality, invention assignment, nonsolicitation, noncompetition, and other restrictive covenant obligations you owe to any of the Released Parties (defined below) remain in effect, and you remain bound by the post-termination restrictions contained therein.
Your rights and obligations with respect to any options or other equity awards granted to you by the Company (collectively, the “Equity Awards”), including but not limited to vesting and forfeiture, remain subject to the terms and conditions of the applicable award, equity incentive plan(s) of the Company and the applicable award agreement(s) (collectively, the “Equity Documents”). Consistent with the Equity Documents, you will cease vesting in any Equity Awards on the Date of Termination and the unvested portion of your Equity Awards will terminate or be forfeited on the Date of Termination, providedthat if you enter into, do not revoke, and comply with this Agreement, Paragraph 2 of this Agreement shall apply and, subject to you entering into the Consulting Agreement, your unvested Equity Awards will continue to vest in accordance with the Equity Documents during the Consulting Period (all as-yet undefined terms, as defined below).
In addition, you agree that as soon as practicable, but in no event later than ten (10) business days from the Date of Termination, you must submit your final expense reimbursement statement reflecting all business expenses you incurred through the Date of Termination, if any, for which you seek reimbursement, and, in accordance with Company policy, reasonable substantiation and documentation for the same. The Company will reimburse you for your authorized and documented expenses pursuant to Company policy.
The remainder of this letter proposes an agreement (the “Agreement”) between you and the Company. In order to accept this Agreement, and receive the severance benefits described below, you are required to sign and not revoke, the Agreement within the time period provided for below.
With those understandings, you and the Company agree as follows:
1.Severance Benefits
(a)If you timely sign, do not revoke, and comply with this Agreement, then the Company will provide you with the following “Severance Pay and Benefits”:
(a) Severance Pay. The Company will pay you severance pay (“Severance Pay”) consisting of salary continuation of twelve (12) months of salary based on your final base pay rate of $500,000 per year, less tax-related deductions and withholdings. For the avoidance of doubt, the Severance Pay shall not be subject to mitigation, offset, or reduction on account of, and shall not be affected by, any compensation, benefits, or other amounts you may earn or receive from any subsequent employment, consulting, or self-employment, and you shall have no obligation to seek or accept other employment in order to receive the Severance Pay. The Company shall pay you Severance Pay on its regular payroll dates applicable to your position with the Company, provided that the Company is not obligated to make any such severance payments to you before the Effective Date. If the Company does not make one or more payments of Severance Pay on a regular payroll date because this Agreement has not yet become effective, the Company shall make all such payments by the first regular payroll date occurring at least five (5) business days after the Effective Date but no later than within 60 days after the Date of Termination. You acknowledge that the Severance Pay described in this Paragraph is compensation to which you would not otherwise be entitled, except under the terms of this Agreement. The Company shall undertake to make deductions, withholdings, and tax reports with respect to the Severance Pay to the extent that it reasonably and in good faith determines that it is legally required to make such deductions, withholdings, and tax reports. Payment under this Agreement shall be in amounts net of any such deductions and withholdings.
(b) Health Benefits. If you timely elect COBRA continuation coverage and provided that you and, where applicable, your beneficiaries remain eligible for COBRA continuation coverage, the Company shall continue to pay for medical, dental and/or vision insurance premiums for coverage of you and, where applicable, your COBRA-eligible beneficiaries to the same extent as if you had remained employed during the COBRA Premium Period. You will be responsible for the remaining portion of such coverage as if you remained employed. For purposes of this Agreement, the COBRA Premium Period shall be the period starting on the Date of Termination and ending on the earliest to occur of: (i) the twelve (12) month anniversary of the Date of Termination; (ii) the date you become eligible for group health insurance coverage through a new employer; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company in writing of such event. You hereby authorize the deduction of the portion for which you are responsible from your Severance Pay. If you elect COBRA continuation coverage, you may continue coverage for yourself and any beneficiaries after the end of the COBRA Premium Period at your own expense for the remainder of the COBRA period, to the extent you, and they, remain eligible.
(c) No Other Pay or Benefits; Sufficiency of Consideration. Except as specifically set forth in this Agreement, you acknowledge that you are not entitled to any other wages, salary, vacation pay or paid time off pay, sick leave pay, bonuses, incentive awards, commissions, benefits, stock, restricted stock units, stock options, or any other compensation of any kind (including but not limited to that set forth in your Employment Agreement), except as required
by law. For the avoidance of doubt, nothing in this Paragraph 1(c) or elsewhere in this Agreement shall limit, impair, or release any right of yours to (i) indemnification, advancement of expenses, or contribution under the Company’s certificate of incorporation, bylaws, any separate indemnification agreement between you and the Company, or applicable corporate law; or (ii) any rights expressly preserved under this Agreement. You further acknowledge that the Severance Pay described above is in excess of any earned wages and any other amounts due and owing to you and is good and valuable consideration for the general release of claims and the other covenants and terms in this Agreement.
2.Post-Employment Consulting Period
(a)If you (i) enter into, do not revoke, and comply with this Agreement, and (ii) enter into and comply with the Consulting Agreement attached as Exhibit A(the “Consulting Agreement”), then you will be eligible to continue your service relationship with the Company following the Date of Termination as a non-employee consultant until February 15, 2027, unless sooner terminated by you or the Company in accordance with the terms of Consulting Agreement. The period of time between the Date of Termination and the actual last date of your services under the Consulting Agreement, whether February 15, 2027 or an earlier date, is referred to herein as the “Consulting Period.”
(b)During the Consulting Period, you shall continue to vest in your outstanding Equity Awards in accordance with the Equity Documents and your consulting services under the Consulting Agreement will be a continued service relationship with the Company for purposes of the Equity Documents. For the avoidance of doubt, your transition from employee to consultant shall not be deemed a termination of service for purposes of the vesting of the Equity Awards, and such awards shall continue to be governed by the terms and conditions of the applicable Equity Documents. Notwithstanding anything to the contrary in the Equity Documents, any portion of any Equity Award that is not vested as of the end of the Consulting Period shall lapse the last day of the Consulting Period and will be forfeited and of no further effect. All stock options that are vested and exercisable as of the last day of the Consulting Period may be exercised within the applicable post-termination exercise period as set forth in the Equity Documents.
3.Tax Treatment
The Company shall undertake to make deductions, withholdings and tax reports with respect to payments and benefits under this Agreement to the extent that it reasonably and in good faith determines that it is required to make such deductions, withholdings and tax reports. Nothing in this Agreement shall be construed to require the Company to make any payments to compensate you for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit. You are and shall be solely responsible for your share of any federal, state and local taxes that may be owed by you by virtue of the receipt of any portion of the monetary payment provided under this Agreement, other than any employer-side taxes, withholding obligations, or reporting obligations of the Company. You agree to indemnify
and hold the Company harmless from any and all liability, including, without limitation, all penalties, interest and other costs that may be imposed by the Internal Revenue Service or other governmental agencies regarding any tax obligations that may arise from the monetary consideration made to you under this Agreement; provided however, that notwithstanding the foregoing, you shall not be responsible for, and shall have no obligation to indemnify the Company in respect of, any taxes, penalties, interest, or other amounts arising out of the Company’s failure to timely or correctly withhold, deposit, or report taxes as required by applicable law. Nothing in this Agreement shall be construed to require the Company to make any payments to compensate you for any adverse tax effect associated with any payments or benefits or withholding from any payment or benefit.
4.Non-Contesting of Unemployment Benefits
You are free to seek unemployment benefits. To the extent allowed by law, the Company shall not contest any claim by you for unemployment insurance benefits. The Company will provide information to the state unemployment agency to the extent it is legally required to do so, and the information that will be provided will be truthful. You understand, however, that your entitlement to unemployment insurance benefits shall be determined solely by the state unemployment agency and that the Company cannot guarantee that you will receive such benefits. Nothing in this Agreement shall be understood to require the Company to make any false statement to any governmental agency.
5.General Release of Claims
In consideration for, among other terms, the Severance Pay and Benefits and the opportunity to continue your service relationship during the Consulting Period and receive the associated vesting as set forth herein and in the Consulting Agreement, to which you acknowledge you would not otherwise be entitled, upon execution and effectuation of this Agreement, you hereby release and forever discharge Bicara Therapeutics Inc., and each of its divisions, affiliates, subsidiaries, operating companies, parent companies, and the respective current and former officers, directors, employees, supervisors, managers, insurers, reinsurers, predecessors, successors, assigns, attorneys, agents, representatives, affiliates, and anyone or thing acting on the behalf of each of them of each of the foregoing in their official and personal capacities (collectively, the “Released Parties”) from any and all causes of action, lawsuits, proceedings, complaints, charges, debts, contracts, judgments, damages, claims, and attorneys’ fees against the Released Parties, whether known or unknown, which you ever had, now have or which you or your heirs, executors, administrators, successors or assigns may have had prior to the date this Agreement is signed by you, including, without limitation, those due to any matter whatsoever relating to your employment, compensation, benefits, and/or termination of your employment with the Company or any of the Released Parties (collectively, the “Released Claims”). The Released Claims include, but are not limited to, any claim that any of the Released Parties violated: Title VII of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000e, et seq.), the Americans with Disabilities Act (42 U.S.C. §§ 12101, et seq.), the Age Discrimination in Employment Act (including, without limitation, the Older Workers’ Benefit Protection Act (“OWBPA”)) (29
U.S.C. §§ 623, et seq.) (the “ADEA”), the Immigration Reform Control Act of 1986 (8 U.S.C. §§ 1101 et seq.), Section 503 of the Rehabilitation Act of 1973 (29 U.S.C. §§ 701, et seq.), the Civil Rights Act of 1966 (42 U.S.C. § 1981), the Consolidated Omnibus Budget Reconciliation Act of 1985 (42 U.S.C. § 1395(c)), the Employee Retirement Income Security Act (29 U.S.C. §§ 1132 (a)(1)(B), et seq.), the federal Workers Adjustment and Retraining Notification Act (29 U.S.C. §§ 2101 et seq.), Sarbanes-Oxley Act of 2002 (Public Law 107-204, including whistleblowing claims under 18 U.S.C. §§ 1514A and 1513(e)), the Family and Medical Leave Act (29 U.S.C. §§ 2601 et seq.), the Fair Labor Standards Act (29 U.S.C. §§ 201 et seq.), the Fair Credit Reporting Act (15 U.S.C. §§ 1681 et seq.), the Massachusetts Fair Employment Practices Act (M.G.L. c. 151B, §§ 1 et seq.), the Massachusetts Civil Rights Act (M.G.L. c. 12 §§ 11H and 11I), the Massachusetts Equal Rights Act (M.G.L. c. 93, § 102 and M.G.L. c. 214, § 1C), the Massachusetts Labor and Industries Act (M.G.L. c. 149, § 1 et seq.), the Massachusetts Equal Pay Act (M.G.L. c. 149, § 105A), the Massachusetts Wage Act (M.G.L. c. 149 §§ 148 et seq.), the Massachusetts Fair Wages Statute (M.G.L. c. 151 §§ 1 et seq.), the Massachusetts Independent Contractor Statute (M.G.L. c. 149 § 148B), the Massachusetts State Overtime Laws (M.G.L. c. 151 §§ 1A et seq.), the Massachusetts Pay Transparency Act (M.G.L. c. 149, §§ 105E-105F), the Massachusetts Earned Sick Time Law (M.G.L. c. 149 § 148C), the Massachusetts Privacy Act (M.G.L. c. 214, §1B), the Massachusetts Small Necessities Leave Act, M.G.L. c. 149, § 52D, the Massachusetts Parental Leave Act (M.G.L. c. 149, § 105D), the Massachusetts Paid Family and Medical Leave law (M.G.L. c. 148, §175M), and other statutes and the common law of the Commonwealth of Massachusetts, all as amended; any claim that any of the Released Parties violated any other federal, state or local statute, law, regulation or ordinance; any public policy, contract, tort or common law claim (including with respect to the Employment Agreement); any claim of unlawful discrimination, retaliation or discharge of any kind; and any claim for damages or remedies of any sort, including without limitation compensatory damages, punitive damages, injunctive relief, attorney’s fees, costs, or other expenses incurred in these matters.
You specifically acknowledge that, upon your execution of this Agreement, you have been properly paid for all time worked and are unaware of any facts that would support a claim by you against any of the Released Parties for any claim of unpaid wages or overtime or any other violation of the Fair Labor Standards Act and/or applicable state or local wage and hour laws. Forthe avoidance of doubt, you specifically understand and agree that this general release of claimsincludes, without limitation, a release of any and all claims for alleged wages due, overtime orother compensation or payment including any claim for treble damages, attorneys’ fees and costspursuant to the Massachusetts Wage Act and State Overtime Law, M.G.L. c. 149, §§ 148, 150 etseq. and M.G.L. c. 151, §§ 1A et seq., and/or any applicable federal, state or local wage and hour laws.
Notwithstanding the foregoing, this release does not include any rights that you cannot lawfully waive, and will not release any rights you have to: (a) defense and indemnification from the Company or its insurers for actions taken by you in the course and scope of your employment with the Company; (b) claims, actions, or rights arising under or to enforce the terms of this
Agreement; (c) vested benefits under any retirement or pension plan and/or deferred compensation plan, and (d) any obligation on the part of the Company set forth in this Agreement; (e) any right to indemnification, contribution, advancement of expenses, or similar rights under the Company’s certificate of incorporation, bylaws, any separate indemnification agreement between you and the Company; and (f) any right to coverage under any directors’ and officers’ liability insurance policy maintained by the Company.
6.Covenant Not to Sue and Non-Interference
You affirm that you have not filed nor caused to be filed any claim against any of the Released Parties, nor are you presently a party to any claim against any of the Released Parties. You further agree not to initiate or file, or cause to be initiated or filed, any action, lawsuit, complaint, arbitration proceeding, or other proceeding asserting any of the released claims against any of the Released Parties. You further agree not to affirmatively become a member of any class or collective action in any court or in any arbitration proceeding seeking relief against any of the Released Parties based on claims released by this Agreement, and that even if a court or arbitrator rules that you may not waive a claim released by this Agreement, you will not accept any money damages or other relief.
Nothing in this Agreement is intended to or shall interfere with your right to file a charge or participate or cooperate in an investigation or proceeding with the United States Equal Employment Opportunity Commission (the “EEOC”) or comparable state or local agencies. These agencies have authority to carry out their statutory duties by investigating a charge, issuing a determination, filing a lawsuit, or taking any other action authorized by law. You retain the right to participate in any such action and retain the right to communicate with the EEOC and comparable state or local agencies and such communication shall not be limited by any provision in this Agreement, including without limitation, the non-disparagement, confidentiality and future cooperation provisions herein. Nothing in this Agreement, including without limitation the confidentiality and non-disparagement provisions, limits or affects your right to disclose or discuss any sexual assault dispute or sexual harassment dispute (as those terms are defined in 42 U.S.C. § 19402) that occurs after the Effective Date of this Agreement. Nothing in this Agreement shall be construed to limit your ability, without prior authorization from or notification to the Company, to engage in any activity or conduct protected by Section 7 or any other provision of the National Labor Relations Act, such as by way of examples, from filing an unfair labor practice charge, assisting other employees in doing so, assisting in the investigative process of the National Labor Relations Board, and discussing terms and conditions of employment with others; to report possible violations of federal, state, or local law or regulation to any government agency or entity, including but not limited, to the extent applicable, to the Occupational Safety and Health Administration, the Department of Justice, the Securities and Exchange Commission (the “SEC”), Congress, and/or any agency Inspector General, or make other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation; or to communicate directly with, respond to any inquiry from, or provide testimony before, to the extent applicable, the SEC, the Financial Industry Regulatory Authority, any other self-regulatory organization, or any other federal, state, or local regulatory authority,
regarding this Agreement or its underlying facts or circumstances. Nothing in this Agreement shall be construed to limit your ability to testify truthfully in a legal proceeding. You understand and acknowledge that the communications and disclosures permitted under this Paragraph must be consistent with applicable law and the information disclosed must not have been obtained through a communication that was subject to the attorney-client privilege (unless disclosure of that information would otherwise be permitted consistent with such privilege or applicable law). You also understand and acknowledge that, by signing this Agreement, you have completely waived your right to receive any individual relief, including monetary damages, in connection with any such claim, charge, complaint, investigation, or proceeding covered by this Paragraph, and if you are awarded individual relief and/or monetary damages, you hereby unconditionally assign to the Company, and agree to undertake any and all measures necessary to effectuate such assignment of, any right or interest you may have to receive such individual relief and/or monetary damages. Notwithstanding the foregoing, this Agreement does not limit your right to receive an award for information provided to the SEC or to any other government agency where such a waiver is prohibited. This covenant not to sue does not apply to any claim or action by you to enforce this Agreement or to challenge the knowing and voluntary nature of the release of claims under the ADEA. The protected rights described in this Paragraph are referred to herein as the “Protected Activities.”
7.Return of Property
You agree that by the Date of Termination, or upon written request by the Company, if sooner, you shall return to the Company within ten (10) business days of such request (“Property Return Deadline”), all Company property in your possession or control, including, without limitation and where applicable, computer equipment, office keys (including for the front door and office), access cards, cellphones, other company material and tools, literature including technical, sales and quality control documents, computer disks, tapes and other storage media, credit cards, company vehicle, GPS, files and any documents (including computerized data and any copies made of any computerized data or software) containing information concerning the Company, its business or its business relationships (in the latter two cases, actual or prospective). You also commit to deleting and finally purging any duplicates of files or documents that may contain Company information from any computer or other device that remains your property prior to the Property Return Deadline. For the avoidance of doubt, you specifically agree that you shall delete and finally purge any e-mails, electronic files or any other Company property from your personal cell phone, including without limitation through any email applications (e.g., Outlook) prior to the Property Return Deadline, unless otherwise directed by the Company in writing. In the event that you discover that you continue to retain any such property after the Property Return Deadline, you shall return it to the Company immediately. These obligations include, without limitation, the return and destruction (unless otherwise directed by the Company in writing) of any electronic communications, including text messages on any application whatsoever, including on personal electronic devices between you and any other individual wherein some portion of that communication concerns the Company’s business. You further agree and affirm that all passwords, access codes, login information and other account
information for any Company-related account is Company property that you must return to the Company. Other than expenses to be submitted on your final expense reimbursement statement pursuant to applicable Company policy, you further represent and warrant that you have not incurred and will not incur any unauthorized credit card charges or other liabilities of any nature for which the Company may be liable.
8.Continuing Obligations
You acknowledge that during the term of your employment with the Company, you had access to proprietary information of the Company, including, as defined in your Restrictive Covenants Agreement, which remains in full force and effect and is incorporated herein by reference. The Restrictive Covenants Agreement, Section 8 of the Employment Agreement, Paragraphs 7-11 of this Agreement, and any other confidentiality, invention assignment, nonsolicitation, noncompetition, and any other restrictive covenant obligations you owe to any of the Released Parties are referred to collectively herein as the “Continuing Obligations,” each of which shall be interpreted in accordance with the Protected Activities.
In the event that you fail to comply with any of the Continuing Obligations, in addition to any other legal or equitable remedies it may have for such breach, the Company shall have the right to terminate the Consulting Agreement for Cause and/or terminate or suspend its payments to you under this Agreement. The termination or suspension of such payments will not affect your Continuing Obligations. Notwithstanding the foregoing, this provision shall not apply to the extent that your breach of this Agreement consists of initiating a legal action in which you contend that the release set forth in the “Release of Claims” section above is invalid, in whole or in part, due to the provisions of 29 U.S.C. § 626(f).
You acknowledge and agree that, pursuant to 18 U.S.C. § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.
9.Nondisparagement
Subject to the Protected Activities, and except as otherwise provided in this Agreement and to the extent permitted by law, you agree not to make any disparaging statements concerning the Company or any of its current or former officers, directors, shareholders, employees or agents. You further agree not to take any actions or conduct yourself in any way that would reasonably
be expected to affect adversely the reputation or goodwill of the Company or any of its current or former officers, directors, shareholders, employees or agents.
10.[Reserved]
11.Non-admission of Wrongdoing
You and the Company agree that neither this Agreement nor the furnishing of consideration hereunder shall be deemed or construed at any time for any purpose as an admission by either Party of any liability, wrongdoing or unlawful conduct, and the Company expressly denies any such liability, wrongdoing or unlawful conduct.
12.Other Terms
You acknowledge and agree that the Continuing Obligations are reasonable and necessary to protect the business and interests of the Company, including its trade secrets, confidential information and goodwill, do not create any undue hardship for you, and that any violation of the Continuing Obligations would cause the Company substantial irreparable injury. Accordingly, you agree that a remedy at law for any breach or threatened breach of the Continuing Obligations would be inadequate and, that the Company, in addition to any other remedies available, shall be entitled to obtain preliminary and permanent injunctive relief to secure specific performance of such covenants and to prevent a breach or contemplated or threatened breach of the Continuing Obligations without the necessity of proving actual damage and without the necessity of posting bond or security, which you expressly waive. Moreover, you will provide the Company a full accounting of all proceeds and profits received by you as a result of or in connection with a breach of the Continuing Obligations. Unless prohibited by law, the Company shall have the right to retain any amounts otherwise payable by the Company to you to satisfy any of your obligations as a result of any breach of the Continuing Obligations. You hereby agree to indemnify and hold harmless the Company from and against any damages incurred by the Company as assessed by a court of competent jurisdiction as a result of any breach of the Continuing Obligations by you. You further agree that if a court issues a temporary restraining order, preliminary injunction, permanent injunction, or issues any other similar order enjoining you from breaching any of the provisions of the Continuing Obligations, or if there is any judicial or arbitral determination that you breached any of the provisions of the Continuing Obligations, you shall be obligated to promptly reimburse the Company for all reasonable attorneys’ fees and costs it incurred in connection with obtaining such equitable relief and/or order. You agree that each of the Continuing Obligations is a separate and independent covenant that shall survive any termination of this Agreement and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement.
This Agreement is a legally binding document, and your signature will commit you to its terms. You acknowledge that you have been advised to discuss all aspects of this Agreement with an attorney, that you have carefully read and fully understand all of the provisions of this Agreement and that you are voluntarily entering into this Agreement. In signing this Agreement,
you are not relying upon any promises or representations made by anyone at or on behalf of the Company.
If any portion or provision of this Agreement (including, without limitation, any portion or provision of any paragraph of this Agreement, including the Continuing Obligations) shall to any extent be declared illegal or unenforceable by a court of competent 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. Provided however, if the General Release of Claims Paragraph of this Agreement is found invalid, illegal, and/or unenforceable, you agree to provide the Company and the Released Parties a full and general release of any and all causes of action, lawsuits, proceedings, complaints, charges, debts, contracts, judgments, damages, claims, and attorneys’ fees, whether known or unknown, which you ever had, have, or which you or your heirs, executors, administrators, successors or assigns may have, prior to the date this Agreement is signed by you, due to any matter whatsoever, that is not invalid, illegal and/or unenforceable, without payment of additional consideration, provided that nothing in this Agreement shall be construed to prevent or preclude you from challenging or seeking a determination in good faith of the validity of your release of claims under the ADEA, nor shall anything in this Agreement impose any conditions precedent, penalties, or costs for doing so unless specifically authorized by federal law. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party. The failure of any Party to require the performance of any term or obligation of this Agreement, or the waiver by any Party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.
This Agreement shall be binding upon and inure to the benefit of both Parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged, or which may succeed to the Company’s assets or business, provided, however, that the obligations of you are personal and shall not be assigned by you. Neither you nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Continuing Obligations) without your consent to any affiliate or to any person or entity with whom the Company shall hereafter effect a reorganization or consolidation, into which the Company merges or to whom it transfers all or substantially all of its properties or assets.
This Agreement shall be interpreted and enforced under the laws of the Commonwealth of Massachusetts without regard to conflict of law principles. In the event of any dispute, this Agreement is intended by the Parties to be construed as a whole, to be interpreted in accordance with its fair meaning, and not to be construed strictly for or against either you or the Company or the “drafter” of all or any portion of this Agreement. The headings and captions used in this Agreement are for convenience of reference only, and shall in no way define, limit, expand or
otherwise affect the meaning or construction of any provision of this Agreement, or this Agreement taken as a whole.
This Agreement, including the Consulting Agreement attached hereto as Exhibit Aand the Restrictive Covenants Agreement (which is incorporated herein by reference), constitutes the entire agreement between you and the Company. This Agreement supersedes any previous agreements or understandings between you and the Company, except as otherwise provided herein; provided, however, that this Agreement shall have no effect whatsoever on the Continuing Obligations and the Equity Documents, which are explicitly preserved and remain in full force and effect. You acknowledge that you have not relied on any representations, promises, or agreements of any kind made to you in connection with your decision to sign this Agreement, except for those set forth in this Agreement.
Any action, suit, or other legal proceeding which is commenced to resolve any matter 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 you and the Company each consent to the exclusive jurisdiction of such a court. You further submit to the personal jurisdiction of such courts, consent to service of process, and waive any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.. EACH PARTY WAIVES ANY RIGHT TO SEEK A JURY TRIAL AND TO CLAIM FOR OR RECOVER ANY PUNITIVE DAMAGES IN ANY PROCEEDING REGARDING ANY DISPUTE THAT MAY ARISE BETWEEN THEM UNDER THIS AGREEMENT.
13.Section 409A Compliance
This Agreement is intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and shall be construed and interpreted consistent with that intent.
(a)Separation from Service; Installment Payments. For purposes of Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h).
(b)Specified Employee Delay. Notwithstanding any other provision of this Agreement, if at the time of your separation from service you are a “specified employee” within the meaning of Section 409A (as determined in good faith by the Company’s Board of Directors in accordance with its specified employee identification policy), then any amounts otherwise payable to you during the six (6)-month period immediately following the Date of Termination that constitute “deferred compensation” subject to Section 409A(a)(2)(B)(i) shall not be paid until the first business day following the expiration of such six (6)-month period (or, if earlier, upon your death), at which time all such withheld amounts shall be paid to you in a lump sum without interest. Amounts that
are exempt from Section 409A as “short-term deferrals” or under the “separation pay plan” exception (Treasury Regulation Section 1.409A-1(b)(9)(iii)) shall not be subject to this delay.
(c)Payment Timing. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within such specified period shall be within the sole discretion of the Company; provided that if a payment is required to be made within a specified period, and such period straddles two taxable years, the payment shall be made in the later taxable year.
(d)Cooperation. The Company and you agree to cooperate in good faith to restructure or amend any payment or benefit under this Agreement in a manner intended to avoid the imposition of excise taxes or penalties under Section 409A without materially reducing the economic value of such payment or benefit to you.
14.Liens
You warrant that to the best of your knowledge, you are not a Medicare beneficiary as of the date of this Agreement, and no conditional payments have been made by Medicare on your behalf.
15.Time for Consideration; Effective Date
You have the opportunity to consider this Agreement for twenty-one (21) days from the original date of receipt of this Agreement (the “Consideration Period”) before signing it. To accept this Agreement, you must return a signed copy of this Agreement so that it is received by Pauline Dufresne, Chief People Officer at Pauline.dufresne@bicara.com at or before the expiration of this twenty-one (21) day period. If you sign this Agreement within less than twenty-one (21) days of the date of its original delivery to you, you acknowledge by signing this Agreement that such decision was entirely voluntary and that you had the opportunity to consider this Agreement for the entire twenty-one (21) period. Any modifications to this agreement, whether material or immaterial, will not restart the Consideration Period. For the period of seven (7) business days from the date you sign this Agreement, you have the right to revoke this Agreement by written notice to the undersigned. For such a revocation to be effective, it must be delivered so that it is received by the undersigned at or before the expiration of the seven (7) business day revocation period. This Agreement shall become effective on the first business day following the expiration of the revocation period (the “Effective Date”).
16.Counterparts
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original, but all of which together shall constitute one and the same document. A scanned or facsimile signature shall be considered an original for all purposes.
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Please indicate your agreement to the terms of this Agreement by signing and returning a copy of this letter within the time period set forth above.
Very truly yours,
BICARA THERAPEUTICS INC.
By: /s/ Claire Mazumdar
Claire Mazumdar
Chief Executive Officer
You are advised to consult with an attorney before signing this Agreement. The foregoing is agreed to and accepted by:
/s/ Ivan Hyep
Ivan Hyep