Exhibit 10.6


 








 


		Confidential	



 


Ben Zeskind, PhD


Immuneering Corporation


(617)-500-8080 ext. 121


bzeskind@immuneering.com


 


October 24, 2019


 


Brett Hall, PhD


 


Dear Brett:


 


On behalf of Immuneering Corporation (the “Company”),
I am pleased to set forth the terms of your employment with the Company:


 


1.             You will be employed to serve on a full-time basis as Chief Scientific Officer effective on or before November 1, 2019.


 


2.             Your base salary will be $50,000.00 per month, subject to tax and other withholdings as required by law. Such salary may
be adjusted from time to time in the sole discretion of the Company.


 


3.             Subject
to your continued employment with the Company, you will be eligible for a standard year-end bonus each December, with the amount of your
bonus, if any to be determined by the Company’s Board of Directors in its discretion. All bonuses are subject to tax and other
withholdings as required by law.


 


4.             You may participate in any and all bonus and benefit programs that the Company establishes and makes available to its employees
from time to time, provided you are eligible under (and subject to all provisions of) the plan documents governing those programs. Immuneering
has a 401(k) plan and will match your 401(k) contributions up to 4% of salary per IRS Safeharbor 401(k) rules. The company provides
group term life and accidental death & dismemberment insurance through SunLife. The benefit is equal to one times your annual salary
to a maximum of $300,000. The company provides short term disability insurance through SunLife that pays 60% of your salary up to a maximum
of $1,500 per week should you be out of work due to an illness or injury for up to 12 weeks. The company provides long term disability
insurance through SunLife that pays 60% of your salary up to a maximum of $10,000 per month should you be out of work due to an illness
or injury for 90 days or more. 


 


	245 Main St, 2nd Floor	667 Madison Ave 5th Fl	9620 Towne Centre Dr #100	617-500-8080
	Cambridge, MA 02142	New York, NY 10065	San Diego CA 92121	immuneering.com



 






     


     


    

 


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5.             Subject to the approval of the Board of Directors of the Company, you may receive an incentive stock option grant under our current
stock incentive plan for the purchase of 144,000 shares of common stock of the Company (currently equal to approximately 2.07 %
of the fully diluted company) at a price per share equal to the fair market value at the time of Board approval, subject to the terms
of a stock option agreement between you and the Company. One-quarter of such options will vest upon your completion of one year of employment
with the company, and the remaining three-quarters of such options will vest in equal monthly installments over the subsequent three
years.


 


6.             The Company has an unlimited paid vacation policy. This means that you can take as much paid vacation in any calendar year as is
consistent with you maintaining an acceptable level of performance and the Company’s business needs. We ask that you inform us of
all vacation plans at least two weeks in advance, and schedule your time out of the office with consideration of the Company’s business
needs. The Company may ask you to delay or change your vacation plans if they are inconsistent with business needs. In addition to paid
vacation, you will not be required to work on Federal Holidays.


 


7.             You
will be required to execute an Invention and Non-Disclosure Agreement and a Non-Competition and Non-Solicitation Agreement in the forms
attached as Exhibit A and Exhibit B, as a condition of employment.


 


8.             You
represent that you are not bound by any employment contract, restrictive covenant or other restriction preventing you from entering into
employment with or carrying out your responsibilities for the Company, or which is in any way inconsistent with the terms of this letter.


 


9.             You agree to provide to the Company, within three days of your hire date, documentation of your eligibility to work in the United
States, as required by the Immigration Reform and Control Act of 1986. You may need to obtain a work visa in order to be eligible to work
in the United States. If that is the case, your employment with the Company will be conditioned upon your obtaining a work visa in a timely
manner as determined by the Company.


 


10.           This
letter shall not be construed as an agreement, either expressed or implied, to employ you for any stated term, and shall in no way alter
the Company’s policy of employment at will, under which both you and the Company remain free to terminate the employment relationship,
with or without cause, at any time, with or without notice. Similarly, nothing in this letter shall be construed as an agreement, either
express or implied, to pay you any compensation or grant you any benefit beyond the end of your employment with the Company.


 


If you agree with the employment provisions of
this letter, please sign the enclosed duplicate of this letter in the space provided below and return it to me by October 31, 2019.


 









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	 	Very Truly Yours,
	 	 
	 	By:	/s/ Ben Zeskind
	 	Name: Ben Zeskind
	 	Title: Co-Founder and CEO



 


The foregoing correctly sets forth the terms of my employment by Immuneering
Corporation.


 





	/s/ Brett Hall	 	Date:	 






Name: Brett Hall


 









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EXHIBIT A: INVENTION AND NON-DISCLOSURE AGREEMENT


 


This Agreement is made by and between Immuneering
Corporation, a Delaware corporation (hereinafter referred to collectively with its subsidiaries as the “Company”), and Brett
Hall (the “Employee”).


 


In consideration of the employment or the continued
employment of the Employee by the Company, the Company and the Employee agree as follows:


 


1.             Condition of Employment.


 


  The Employee acknowledges that his/her employment
and/or the continuance of that employment with the Company is contingent upon his/her agreement to sign and adhere to the provisions of
this Agreement. The Employee further acknowledges that the nature of the Company's business is such that protection of its proprietary
and confidential information is critical to the business' survival and success.


 


2.             Proprietary and Confidential Information.


 


(a)             The Employee agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning
the Company’s business or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive
property of the Company. By way of illustration, but not limitation, Proprietary Information may include discoveries, inventions, products,
product improvements, product enhancements, processes, methods, techniques, formulas, compositions, compounds, negotiation strategies
and positions, projects, developments, plans (including business and marketing plans), research data, clinical data, financial data (including
sales costs, profits, pricing methods), personnel data, computer programs (including software used pursuant to a license agreement), customer,
prospect and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Employee will not
disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other
than in the performance of his/her duties as an employee of the Company) without written approval by an officer of the Company, either
during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without
fault by the Employee. While employed by the Company, the Employee will use the Employee's best efforts to prevent unauthorized publication
or disclosure of any of the Company’s Proprietary Information.


 


(b)             The
Employee agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, laboratory notebooks,
program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible or intangible material
containing Proprietary Information, whether created by the Employee or others, which shall come into his/her custody or possession, shall
be and are the exclusive property of the Company to be used by the Employee only in the performance of his/her duties for the Company
and shall not be copied or removed from the Company premises except in the pursuit of the business of the Company. All such materials
or copies thereof and all tangible property of the Company in the custody or possession of the Employee shall be delivered to the Company,
upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Employee
shall not retain any such materials or copies thereof or any such tangible property.


 






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(c)             The
Employee agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs 2(a)
and 2(b) above, and his/her obligation to return materials and tangible property, set forth in paragraph 2(b) above, also extends
to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third
parties who may have disclosed or entrusted the same to the Company or to the Employee in the course of the Company’s business.


 


3.             Developments.


 


(a)             The
Employee will make full and prompt disclosure to the Company of all discoveries, inventions, improvements, enhancements, processes, methods,
techniques, developments, software, and works of authorship, whether patentable or not, (i) which have been created, made, conceived
or reduced to practice by the Employee or under his/her direction or jointly with others prior to the date hereof and which relate directly
or indirectly to the business of the Company or (ii) which are created, made, conceived or reduced to practice by him/her or under his/her
direction or jointly with others during his/her employment by the Company, whether or not during normal working hours or on the premises
of the Company (all of which are collectively referred to in this Agreement as “Developments”).


 


(b)             The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his/her
right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications.
However, this paragraph 3(b) shall not apply to Developments described in clause 3(a)(ii) above which do not relate to the business
or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived
or reduced to practice and which are made and conceived by the Employee not during normal working hours, not on the Company’s premises
and not using the Company’s tools, devices, equipment or Proprietary Information. The Employee understands that, to the extent this
Agreement shall be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign
certain classes of inventions made by an employee, this paragraph 3(b) shall be interpreted not to apply to any invention which a
court rules and/or the Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments.


 






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(c)             The Employee agrees to cooperate fully with the Company, both during and after his/her employment with the Company, with respect
to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States
and foreign countries) relating to Developments. The Employee shall sign all papers, including, without limitation, copyright applications,
patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company
may deem necessary or desirable in order to protect its rights and interests in any Development. The Employee further agrees that if
the Company is unable, after reasonable effort, to secure the signature of the Employee on any such papers, any executive officer of
the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Employee hereby
irrevocably designates and appoints each executive officer of the Company as his/her agent and attorney-in-fact to execute any such papers
on his/her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and
interests in any Development, under the conditions described in this sentence.


 


4.             Other Agreements.


 


The Employee represents that, except as the Employee
has disclosed in writing to the Company, the Employee is not bound by the terms of any agreement with any previous employer or other party
to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of his/her employment with
the Company, to refrain from competing, directly or indirectly, with the business of such previous employer or any other party or to refrain
from soliciting employees, customers or suppliers of such previous employer or other party. The Employee further represents that his/her
performance of all the terms of this Agreement and the performance of his/her duties as an employee of the Company do not and will not
conflict with or breach any agreement with any prior employer or other party to which the Employee is a party (including without limitation
any nondisclosure or non-competition agreement), and that the Employee will not disclose to the Company or induce the Company to use any
confidential or proprietary information or material belonging to any previous employer or others.


 


5.             United States Government Obligations.


 


The Employee acknowledges that the Company from
time to time may have agreements with other persons or with the United States Government, or agencies thereof, which impose obligations
or restrictions on the Company regarding inventions made during the course of work under such agreements or regarding the confidential
nature of such work. The Employee agrees to be bound by all such obligations and restrictions which are made known to the Employee and
to take all action necessary to discharge the obligations of the Company under such agreements.


 


6.             Miscellaneous.


 


(a)             Equitable
Remedies. The restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company
and are considered by the Employee to be reasonable for such purpose. The Employee agrees that any breach of this Agreement is likely
to cause the Company substantial and irrevocable damage which is difficult to measure. Therefore, in the event of any such breach or
threatened breach, the Employee agrees that the Company, in addition to such other remedies which may be available, shall have the right
to obtain an injunction from a court restraining such a breach or threatened breach and the right to specific performance of the provisions
of this Agreement and the Employee hereby waives the adequacy of a remedy at law as a defense to such relief.


 






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(b)             Obligations
to Third Parties. The Employee acknowledges and represents that this agreement and the Employee’s employment with the Company
will not violate any continuing obligation the Employee has to any former employer or other third party.


 


(c)             Disclosure
of this Agreement. The Employee hereby authorizes the Company to notify others, including but not limited to customers of the Company
and any of the Employee’s future employers or prospective business associates, of the terms and existence of this Agreement and
the Employee’s continuing obligations to the Company hereunder.


 


(d)             Not
Employment Contract. The Employee acknowledges that this Agreement does not constitute a contract of employment, does not imply that
the Company will continue his/her employment for any period of time and does not change the at-will nature of his/her employment.


 


(e)             Successors
and Assigns. 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 the Employee are personal and shall not be assigned by him or her. The Employee
expressly consents to be bound by the provisions of this Agreement for the benefit of the Company or any subsidiary or affiliate thereof
to whose employ the Employee may be transferred without the necessity that this Agreement be re-signed at the time of such transfer.


 


(f)              Severability. In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity,
legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.


 


(g)             Waivers. No delay or omission by the Company in exercising any right under this Agreement will operate as a waiver of that
or any other right. A waiver or consent given by the Company on any one occasion is effective only in that instance and will not be construed
as a bar to or waiver of any right on any other occasion.


 






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(h)             Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts
(without reference to the conflicts of laws provisions thereof). 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 the Company and the Employee each consents to the jurisdiction
of such a court. The Company and the Employee each hereby irrevocably waive any right to a trial by jury in any action, suit or other
legal proceeding arising under or relating to any provision of this Agreement.


 


(i)              Entire Agreement; Amendment. This Agreement supersedes all prior agreements, written or oral, between the Employee and the
Company relating to the subject matter of this Agreement. This Agreement may not be modified, changed or discharged in whole or in part,
except by an agreement in writing signed by the Employee and the Company. The Employee agrees that any change or changes in his/her duties,
salary or compensation after the signing of this Agreement shall not affect the validity or scope of this Agreement.


 


(j)              Captions. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit
or affect the scope or substance of any section of this Agreement.


 


THE EMPLOYEE ACKNOWLEDGES THAT HE/SHE HAS CAREFULLY
READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.


 


WITNESS our hands and seals:


 


	 		IMMUNEERING CORPORATION
	 	 	 	 
	Date:	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	 
	 	 	 	Ben Zeskind, CEO



 


	Date:	 	 	 
	 	 	 
	 	 	Brett Hall



 






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EXHIBIT B: NON-COMPETITION AND NON-SOLICITATION
AGREEMENT


 


This Agreement is made between Immuneering Corporation,
a Delaware corporation (hereinafter referred to collectively with its subsidiaries as the “Company”), and Brett Hall (the
“Employee”).


 


For good consideration and in consideration of
the employment or continued employment of the Employee by the Company, the Employee and the Company agree as follows:


 


1.             Non-Competition
and Non-Solicitation. While the Employee is employed by the Company and for a period of one year after the termination or cessation of
such employment for any reason, the Employee will not directly or indirectly:


 


(a)             Engage or assist others in engaging in any business or enterprise (whether as owner, partner, officer, director, employee, consultant,
investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive
with the Company’s business, including but not limited to any business or enterprise that develops, manufactures, markets, licenses,
sells or provides any product or service that competes with any product or service developed, manufactured, marketed, licensed, sold or
provided, or planned to be developed, manufactured, marketed, licensed, sold or provided, by the Company while the Employee was employed
by the Company; or


 


(b)             Either
alone or in association with others, solicit, divert or take away, or attempt to divert or take away, the business or patronage of any
of the clients, customers, or business partners of the Company which were contacted, solicited, or served by the Company during the 12-month
period prior to the termination or cessation of the Employee’s employment with the Company; or


 


(c)             Either alone or in association with others (i) solicit, induce or attempt to induce, any employee or independent contractor of
the Company to terminate his or her employment or other engagement with the Company, or (ii) hire, or recruit or attempt to hire, or engage
or attempt to engage as an independent contractor, any person who was employed or otherwise engaged by the Company at any time during
the term of the Employee’s employment with the Company; provided, that this clause (ii) shall not apply to the recruitment
or hiring or other engagement of any individual whose employment or other engagement with the Company has been terminated for a period
of six months or longer.


 


(d)             Either alone or in association with others (i) engage in any activity that has a conflict of interest with the therapeutic programs
of the Company’s clients, including any competitive employment, business, or other activity, or (ii) assist any other person or
organization that competes, or intends to compete, with the therapeutic programs of the Company’s clients.


 






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(e)             Extension. If the Employee violates the provisions of any of the preceding paragraphs of this Section 1, the Employee shall
continue to be bound by the restrictions set forth in such paragraph until a period of one year has expired without any violation of
such provisions.


 


2.             Miscellaneous.


 


(a)             Equitable
Remedies. The restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company
and are considered by the Employee to be reasonable for such purpose. The Employee agrees that any breach of this Agreement is likely
to cause the Company substantial and irrevocable damage which is difficult to measure. Therefore, in the event of any such breach or
threatened breach, the Employee agrees that the Company, in addition to such other remedies which may be available, shall have the right
to obtain an injunction from a court restraining such a breach or threatened breach and the right to specific performance of the provisions
of this Agreement and the Employee hereby waives the adequacy of a remedy at law as a defense to such relief.


 


(b)             Obligations to Third Parties. The Employee acknowledges and represents that this agreement and the Employee’s employment
with the Company will not violate any continuing obligation the Employee has to any former employer or other third party.


 


(c)             Disclosure
of this Agreement. The Employee hereby authorizes the Company to notify others, including but not limited to customers of the Company
and any of the Employee’s future employers or prospective business associates, of the terms and existence of this Agreement and
the Employee’s continuing obligations to the Company hereunder.


 


(d)             Not Employment Contract. The Employee acknowledges that this Agreement does not constitute a contract of employment, does
not imply that the Company will continue his/her employment for any period of time and does not change the at-will nature of his/her employment.


 


(e)             Successors
and Assigns. 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 the Employee are personal and shall not be assigned by him or her. The Employee
expressly consents to be bound by the provisions of this Agreement for the benefit of the Company or any subsidiary or affiliate thereof
to whose employ the Employee may be transferred without the necessity that this Agreement be re-signed at the time of such transfer.


 






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(f)              Interpretation. If any restriction set forth in Section 1 is found by any court of competent jurisdiction to be unenforceable
because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall
be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.


 


(g)             Severability.
In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability
of the remaining provisions shall in no way be affected or impaired thereby.


 


(h)             Waivers.
No delay or omission by the Company in exercising any right under this Agreement will operate as a waiver of that or any other right.
A waiver or consent given by the Company on any one occasion is effective only in that instance and will not be construed as a bar to
or waiver of any right on any other occasion.


 


(i)              Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts
(without reference to the conflicts of laws provisions thereof). 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 the Company and the Employee each consents to the jurisdiction
of such a court. The Company and the Employee each hereby irrevocably waive any right to a trial by jury in any action, suit or other
legal proceeding arising under or relating to any provision of this Agreement.


 


(j)              Entire Agreement; Amendment. This Agreement supersedes all prior agreements, written or oral, between the Employee and the
Company relating to the subject matter of this Agreement. This Agreement may not be modified, changed or discharged in whole or in part,
except by an agreement in writing signed by the Employee and the Company. The Employee agrees that any change or changes in his/her duties,
salary or compensation after the signing of this Agreement shall not affect the validity or scope of this Agreement.


 


(k)             Captions. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit
or affect the scope or substance of any section of this Agreement.


 






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THE EMPLOYEE ACKNOWLEDGES THAT HE/SHE HAS CAREFULLY
READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.


 





	 		IMMUNEERING CORPORATION
	 	 	 	 
	Date:	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	 
	 	 	 	Ben Zeskind, CEO


 





	Date:	 	 	 
	 	 	 
	 	 	Brett Hall


 


 






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