EX-10.9





 Exhibit 10.9 
  





 
 September 23, 2020 

Douglas Williams, Ph.D. 
 509 East 2nd Street #9 
 Boston, MA 02127 
  

	Re:	 Employment Agreement 



Dear Doug: 
 This letter agreement (the
“Agreement”) is made as of September 23, 2020 between Codiak BioSciences, Inc., a Delaware corporation (“Codiak” or the “Company”), and Douglas Williams, Ph.D. (the
“Executive”) (together, the “parties”) and is effective as of, and conditioned on, the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the date of such closing, the “Effective Date”). 
 The Company and
the Executive are parties to an offer letter dated July 22, 2015, as amended on October 2, 2015 (the “Prior Employment Agreement”), which the Company and the Executive shall replace with this Agreement, such that the Prior
Agreement is fully superseded and of no further effect, except that Section 3(d) of the Prior Employment Agreement, which concerns Executive’s prior equity grants, shall remain in full effect, including any equity plan documents or equity
agreements referenced therein to the extent necessary to effectuate the terms of such Section (collectively, the “Preserved Equity Provisions”). The Preserved Equity Provisions are incorporated herein by reference. The equity awards
held by the Executive shall otherwise continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards (collectively, the
“Equity Documents”). 
 The Company and the Executive therefore agree as follows: 

1.    Position and Duties. The Executive shall serve as the President and Chief Executive Officer of the Company
and shall have such duties and responsibilities as may from time to time be prescribed by the Company’s Board of Directors (including any committees thereof, the “Board”). In addition, during your employment, you will continue
serve as a Director of the Company. The Executive shall devote the Executive’s full working time and efforts to the business and affairs of the Company. Except as set forth on Exhibit A, the Executive may not serve on other boards of
directors or engage in outside business activities without the prior written consent of the Board, but the Executive may engage in religious, charitable or other community activities as long as such services and activities are disclosed to the Board
in advance and do not interfere with the Executive’s performance of the Executive’s duties to the Company. 

2.    Compensation and Related Matters. 

(a)    Base Salary. The Executive’s base salary will be paid at the rate of $581,267 per year and will be paid
in accordance with the Company’s standard payroll practices. The Executive’s base salary will be reviewed and adjusted by the Board. The base salary in effect at any given time is referred to herein as “Base Salary.” 

  
 Codiak BioSciences, Inc. – 35
Cambridge Park Drive, Suite 500, Cambridge, MA 02140 
 www.codiakbio.com 













 (b)    Bonus. The Executive will be eligible to participate in
the Executive Cash Bonus Plan in effect from time to time (“Bonus Plan”). The Executive’s initial target annual cash incentive compensation will be 50 percent of the Executive’s Base Salary. The terms and conditions
of the Executive’s bonus compensation shall be subject to the terms of the Bonus Plan (as the Plan is amended or altered by the Board in its discretion from time to time). 

(c)    Supplemental Bonus. You shall be entitled to an annual guaranteed supplemental bonus of $100,000 to be paid
on December 31 of each year. In order to be eligible for the Supplemental Bonus, (i) you must remain an employee through the end of the applicable work year and you will not be entitled to the Supplemental Bonus if your employment
terminates before the end of the applicable work year and (ii) your then current Base Salary shall not exceed $700,000. 

(d)    Expenses. The Executive shall be entitled to reimbursement for all reasonable and documented expenses
incurred by the Executive in performing services hereunder, subject to Codiak’s applicable policies and procedures. 

(e)    Other Benefits. The Executive shall be eligible to participate in or receive benefits under the
Company’s employee benefit plans in effect from time to time, subject to the terms of such plans. To avoid doubt, Codiak may alter the terms of, or eliminate, its employee benefit plans in its discretion. 

(f)    Equity Compensation. The Executive shall be eligible to participate in the Company’s equity incentive
program, subject to approval by the Company’s Board. The Executive’s eligibility for and other rights with respect to any granted equity awards will be governed by the Equity Documents. 

(g)    Vacation. The Executive shall be entitled to vacation consistent with, and subject to, the Company’s
vacation policy in effect from time to time (the “Vacation Policy”), which Policy is subject to change by the Company. Currently, the Vacation Policy provides the Executive with 20 paid vacation days each year, subject to accrual
conditions and the other terms of the Policy. The Executive shall also be entitled to all Company paid holidays as designated by the Company from time to time. 

3.    Termination. 

(a)    At-Will. The Executive’s employment hereunder is at-will and may be terminated by the Executive or the Company at any time and for any reason. 

(b)    Accrued Compensation. In connection with the termination of Executive’s employment for any reason, the
Company shall pay the Executive any Base Salary earned through the last day of the Executive’s employment with the Company (such date, the “Termination Date”), any unpaid expense reimbursements (subject to Section 2(c))
and any unused vacation that accrued through the Termination Date (if the Company’s policy on the date of the Executive’s termination provides for accrual of vacation), in each case on or before the time required by law. 

  
 Codiak BioSciences, Inc. – 35
Cambridge Park Drive, Suite 500, Cambridge, MA 02140 
 www.codiakbio.com 


  
 2 













 (c)    Severance. Under certain circumstances, the Executive
shall be eligible for severance compensation as set forth in, and subject to, the Codiak Biosciences, Inc. Executive Severance Plan, which is attached hereto as Exhibit C (the “Severance Plan”). 

(d)    Notice of Termination. Except for termination by reason of death, any termination of the Executive’s
employment by the Company or any such termination by the Executive shall be communicated by written notice of termination to the other party. 

(e)    Automatic Resignation of Other Positions. The termination of Executive’s employment with the Company
for any reason shall automatically be deemed a resignation by the Executive of any other position held by the Executive with the Company or any affiliate of the Company, whether as an officer, director, fiduciary or otherwise. 

4.    Continuing Obligations. 

(a)    Employee Agreement. As a condition of the Executive’s continued employment by the Company, the
Executive must, along with this Agreement, sign and return the enclosed Employee Confidentiality, Assignment and Nonsolicitation Agreement (the “Employee Agreement”), which, once fully executed, shall supersede and replace the
Executive’s Proprietary Information and Assignment Agreement with the Company dated July 22, 2015. 

(a)    Protected Disclosures. The Executive understands that nothing contained in this Agreement limits the
Executive’s ability to communicate with any federal, state or local governmental agency or commission, including to provide documents or other information, without notice to the Company. The Executive also understands that nothing in this
Agreement limits the Executive’s ability to share compensation information concerning the Executive or others, except that this does not permit the Executive to disclose compensation information concerning others that the Executive obtains
because the Executive’s job responsibilities require or allow access to such information. 
 (b)    Defend Trade
Secrets Act of 2016. The Executive understands that pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade
secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law;
or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 

(b)    Litigation and Regulatory Cooperation. During and after the Executive’s employment with the Company,
the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or that may be brought in the future against or on behalf of the Company that relate to events or occurrences that
transpired while the Executive was employed by the Company. Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and
to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment with the Company, the Executive also shall cooperate fully with the Company in connection with any investigation or review of
any federal, state, or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. 

  
 Codiak BioSciences, Inc. – 35
Cambridge Park Drive, Suite 500, Cambridge, MA 02140 
 www.codiakbio.com 


  
 3 













 (c) Independence of Obligations. The Executive’s obligations under this Section
and under the Employee Agreement shall be independent of any obligation, contractual or otherwise, the Company or its affiliates or agents have to the Executive, and any breach of such obligations by the Company or its affiliates or agents shall not
constitute a defense to enforcement of this Section or result in a limitation of the Company’s remedies hereunder. 

5.    Integration; Absence of Reliance. This Agreement, the Employee Agreement, the Equity Documents and the
Severance Plan constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, communications and understandings between the parties concerning such subject matter, including without
limitation the Prior Employment Agreement. In signing this Agreement, the Executive acknowledges and agrees that the Executive is not relying upon any promise, communication or representation made by anyone at or on behalf of the Company with
respect to the subject matter herein, except as expressly contained in this Agreement. 
 6.    Amendment; No
Waiver. This Agreement may be amended or modified only in writing signed by the Executive and the Chairperson of the Board. No waiver of the Company’s rights hereunder shall be effective unless made in writing and signed by an authorized
officer of the Company. The failure of the Company to require the performance of any term or obligation of this Agreement, or the waiver by the Company 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. 
 7.    Governing Law; Jurisdiction. Except as
otherwise expressly provided in the Equity Documents or the Severance Plan: (i) this Agreement, and any disputes related to the Executive’s employment with the Company (collectively, “Disputes”), shall be construed under and be
governed in all respects by the laws of the Commonwealth of Massachusetts, without giving effect to the conflict of laws principles thereof; (ii) the parties hereby agree that the state and federal courts of Massachusetts shall be the exclusive
jurisdiction and exclusive venue for any such Dispute, and hereby submit to such jurisdiction and venue; (iii) the parties hereby waive any right to a jury trial with respect to any such Dispute. 

8.    Successors. This Agreement shall be binding upon and inure to the benefit of the Executive and the Company
and its successors and assigns 
 9.    Taxes. All payments made by the Company to the Executive under this
Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law. 

10.    Survival. The provisions of this Agreement shall survive the termination of the Executive’s employment
to the extent necessary to effectuate the terms contained herein. 
 IN WITNESS WHEREOF, the parties have executed this Agreement effective
on the date and year first above written. 
  

	
	Codiak BioSciences, Inc.
	
	 /s/

	By: Steven Gillis
	Its: Chairman of the Board
	
	EXECUTIVE
	
	 /s/

	Douglas Williams, PhD



  
 Codiak BioSciences, Inc. – 35
Cambridge Park Drive, Suite 500, Cambridge, MA 02140 
 www.codiakbio.com 


  
 4 













 Exhibit A 

The Company consents to the Executive’s service on the following Boards: 

Public: 
 Ovid Pharmaceuticals 

AC Immune 
 Private: 

Cygnal Therapeutics 

  
 Codiak BioSciences, Inc. – 35
Cambridge Park Drive, Suite 500, Cambridge, MA 02140 
 www.codiakbio.com 


  
 5 













 



 
 Exhibit B: Severance Plan 

 

  
 Codiak BioSciences, Inc. – 35
Cambridge Park Drive, Suite 500, Cambridge, MA 02140 
 www.codiakbio.com