CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
January 26, 2023
Re:Special Incentive Bonus Agreement
As you are aware, iBio, Inc., a Delaware corporation (the “Company”), is currently in the process of selling its manufacturing facility and transforming into a biopharmaceutical discovery and development company solely focused on immune-oncology (the “Transformation”). We are grateful for your dedication and service to the Company and trust you will provide highly valued assistance in both making this Transformation a success and in achieving the Company’s 2023 objectives.
Accordingly, the Company is offering you a Special Incentive Bonus in exchange for your agreement to continue employment with the Company through the earlier of: (a) July 1, 2023, or (b) the successful achievement of the Company’s 2023 objectives, as defined by the Board of Directors (“Board”). The Board will determine in its sole discretion whether and when the 2023 objectives are successfully completed. The Special Incentive Bonus shall be payable in addition to any other compensation and benefits to which you may otherwise be entitled, including any severance benefits under the terms and conditions of any Employment Agreement.
This Special Incentive Bonus Agreement (“Agreement”) sets forth the terms and conditions of the Special Incentive Bonus.
The released claims include claims that you know about and those that you may not know about up to and including the date of the execution of this Agreement. The released claims specifically include, without limitation, all claims for attorneys’ fees and costs incurred by you for any reason arising out of or relating to any matters covered by this Agreement. The only claims not released are any claims that arise under this Agreement, and those which, as a matter of law, cannot be released by you under any circumstances. Notwithstanding the broad scope of the general release of claims above, the released claims are not intended to bar any claims that, as a matter of law, whether by statute or otherwise, may not be waived, such as
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claims for workers’ compensation and unemployment compensation benefits, violations of rules of the U.S. Securities and Exchange Commission, challenges to the validity of the release under the Age Discrimination in Employment Act, or unemployment insurance benefits. Nothing in this Agreement is intended to prohibit or interfere with any administrative proceeding, including any filing of a charge or participation in any administrative investigation or proceeding by you; provided, however, that you expressly release and waive any right to recovery of any type, including back pay, front pay, compensatory damages, liquidated or punitive damages, attorney’s fees, reinstatement, or any other benefit, in any administrative or court action, whether state or federal, and whether brought by you or on your behalf, related in any way to the matters released herein. Nothing in this Agreement shall waive or release any rights or claims that you may have under the Dodd-Frank Wall Street Reform and Consumer Protection Act.
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
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Should you have further questions or concerns about any of the above, please do not hesitate to contact me. Please sign letter below to acknowledge your understanding of and acceptance to the terms of this Agreement. We look forward to your continued employment with iBio, Inc.
By: /s/ Chip Clark
Name: Chip Clark
Title: Board Chair
The undersigned hereby accepts and agrees to all the terms and conditions set forth in this Special Incentive Bonus Agreement knowingly, voluntarily and intending to be legally bound.
/s/ Martin Brenner
Printed Name: Martin Brenner
Date: January 31, 2023
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FOR SIGNATURE NO EARLIER THAN [INSERT VESTING DATE]
Acknowledgement & Re-Execution Of Waiver And Release Of All Claims
Signed By Executive After The Vesting Date
Now that the vesting date has passed, as required above and as a material inducement to the Company to enter into this Agreement, I am re-executing the Agreement and signing this Addendum knowingly and voluntarily, specifically to:
|(1)||acknowledge and agree that the waiver and release of all claims in Paragraph 4 above shall be extended and effective through and including the date I am signing below;|
|(2)||acknowledge and agree that the waiver and release of all claims in Paragraph 4 extends to all of the aforementioned claims and potential claims forever and to the fullest extent permissible by law, whether now known or unknown, suspected or unsuspected, and that this constitutes an essential term of this Addendum. You expressly waive any right or benefit available to you in any capacity under the provisions of California Civil Code § 1542, which provides as follows:|
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY; and
|(3)||acknowledge, represent, and agree to, and that I have been notified of and received all of the protections set forth in, Paragraphs 13-14 above (relating to the Older Workers Benefit Protection Act), including without limitation being advised to consult with an attorney prior to signing, receiving at least 21 days to consider signing this Addendum, then having a period of seven days to revoke this Addendum by providing written notice as set forth in that Paragraph, and not waiving or releasing any Claims that may arise after the date this Addendum is executed.|
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