EX-10.1



 Exhibit 10.1 
  





 
 January 7, 2016 
 Steve
Hoerter 
 3060 8th Street 

Boulder, CO 80304 
 Dear Steve, 

I am pleased to extend to you an offer for the position of Chief Commercial Officer at Agios Pharmaceuticals, Inc. (the “Company”), reporting to me.
You will receive a semi-monthly salary of $17,291.67 which is equivalent to $415,000.08 annually, In addition, you will receive a one-time payment in the amount of $375,000.00. This payment will be made as part of the normal semi-monthly payroll
after thirty (30) days of employment and if you voluntarily leave the company within eighteen (18) months you will be required to repay the full amount of this payment. 

You will be eligible for our Bonus Program. If the Company meets or exceeds its annual goals, a pool will be established for employees, which will be subject
to approval by the Board of Directors. This pool will be allocated according to level and your individual performance. Your payment may be pro-rated based on the amount of time you worked at Agios in the prior calendar year and you must be employed
by Agios at the time of payment in order to receive your bonus. Your target bonus is 40% of your base compensation. 
 You will be granted a stock option to
purchase 100,000 shares of the Company’s common stock, subject to approval by our Board of Directors or its designated representative. The stock option exercise price will be the closing price of AGIO stock on the date of grant and will be
subject to the standard terms and conditions of the Agios Stock Option Plan. This option will become exercisable (“vest”) as follows: 25% of the Shares shall vest and become exercisable on the first anniversary of the Vesting Commencement
Date and the remaining shares will vest and become exercisable monthly thereafter until the fourth anniversary of the Vesting Commencement Date. For purposes of this Agreement, “Vesting Commencement Date” shall refer to your first day of
employment with Agios. A copy of the plan will be provided to you along with a Stock Option Agreement after the option grant has been approved. 
 You will
also be granted at the same time 15,000 Performance Share Units (PSUs), subject to approval by our Board of Directors or their designated representative. Your PSUs will vest 100% on the sixth (6) month date following the first NDA approval of a
Company-sponsored therapeutic product in the U.S (the “NDA Approval”), provided that the NDA Approval occurs prior to December 31, 2020. Each performance share unit represents a contingent right to receive one share of the Company’s
common stock upon achievement of applicable performance milestone. 

  
 



 









 



 
  

 You will be eligible to participate in all of the Company’s benefits plans, which include Medical and
Dental Insurance Programs, Flexible Spending Program for medical and daycare expenses, Life Insurance, AD&D, and Short and Long Term Disability Plans, and 401(k). The Company currently pays for 90% of the cost of the HMO medical plan and 85% of
the PPO plan. It currently pays for 90% of the cost of the dental plan and the full cost of Life and AD&D insurance as well as Short and Long Term Disability plans. You will accrue three (3) weeks paid vacation each year in accordance with the
Company’s vacation policy. The Company also provides employees with 11 paid holidays annually in accordance with the Company holiday schedule. 
 If,
upon or within 18-months following a Change of Control (as defined below), your employment is terminated by the Company without Cause (as defined below) or by you for Good Reason (as defined below), the vesting of the options, restricted stock
and/or other stock-based equity awards held by you (collectively “Shares”) shall accelerate in full, such that all of your Shares shall immediately vest as of the date of such termination of employment. For purposes of this Offer Letter,
“Change of Control” shall mean the sale of all or substantially all of the outstanding shares of capital stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise (other than a transaction in which all
or substantially all of the individuals and entities who were beneficial owners of the capital stock of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the outstanding securities (on an
as-converted to Common Stock basis) entitled to vote generally in the election of directors of the (i) resulting, surviving or acquiring corporation in such transaction in the case of a merger, consolidation or sale of outstanding shares, or (ii)
acquiring corporation in the case of a sale of assets). 
 This Offer Letter is not intended to create or constitute an employment agreement or contract
between you and the Company. It is also important for you to understand that Massachusetts is an “at will” employment state. This means that you will have the right to terminate your employment relationship with the Company at any time for
any reason. Similarly, the Company will have the right to terminate its employment relationship with you at any time for any reason, except as prohibited by law. 

Without otherwise limiting the “at-will” nature of your employment, in the event your employment is terminated at any time by the Company without
Cause or by you for Good Reason (a) the Company will continue to pay you your then-current base salary payable in accordance with the Company’s regular payroll practice for a period of twelve (12) months commencing on the Payment Date (as
defined below), (b) you will receive your annual incentive bonus to the extent otherwise payable during such 12-month period payable in a lump sum when annual incentive bonuses are paid to other members of senior management of the Company but, in
any event, no later than March 15 of the year following the year in which the Board of Directors (or its designee) approves the payment of such bonuses to members of senior management of the Company, and (c) you will be entitled to 12 months of
continuation of health and dental insurance consistent with the current plans provided by the Company and payable in accordance with the Company’s regular payroll practice with respect to benefits. No severance payments shall be paid under this
Offer Letter unless you first execute and do not revoke a waiver and release within 45 days following the date of termination, which provides for a release 

  
 



 









 



 
  

 of any and all claims that you have or might have against the Company. The severance payments shall be paid
on the first payroll period following the date the waiver and release becomes effective (the “Payment Date”). Notwithstanding the foregoing, if the 45th day following the date of
termination occurs in the calendar year following the calendar year of the termination, then the Payment Date shall be no earlier than January 1 of such subsequent calendar year. 

For the purposes of this Offer Letter, The Company shall have “Cause” for termination upon: (a) a finding by the Company’s Board of Directors,
in its reasonable discretion, that (i) you have committed an intentional act or acted with gross negligence gross negligence that has materially injured the business of the Company, or (ii) you have intentionally refused or failed to follow lawful
and reasonable directions of the Board or the appropriate individual to whom you report; (iii) you have willfully and habitually neglected your duties for the Company, or (iv) you have repeatedly failed to satisfactorily perform your job duties and
responsibilities; (b) the conviction of you, or the entry of a pleading of guilty or nolo contendere by you to, any crime involving moral turpitude or any felony; or (c) a material breach of any agreement between you and the Company. 

For purposes of this Offer Letter, “Good Reason” shall mean the occurrence of any of the following events without your prior written consent: 

 

	 	(a)	a material diminution in your base compensation; 

  

	 	(b)	a material diminution in your authority, duties or responsibilities (this determination will include an analysis of whether you maintain at least the same level, scope and type of duties and responsibilities with
respect to the management, strategy, operations and business of the Company); or 

  

	 	(c)	a material change in geographic location at which you perform services (if your new one-way commute is more than thirty five (35) miles greater than your one-way commute prior to the change in your principal work
location, regardless of whether you receive an offer of relocation benefits, such change shall be deemed material hereunder); 


provided, however, that no such event or condition shall constitute Good Reason unless (x) you give the Company a written notice of termination
for Good Reason not more than 30 days after the initial existence of the condition, (y) the grounds for termination (if susceptible to correction) are not corrected by the Company within 30 days of its receipt of such notice and (z) your termination
of employment occurs within two months following the Company’s receipt of such notice. 
 Any severance payments or benefits provided to you pursuant
to this Offer Letter shall begin only after the date of your “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986 (as amended or replaced) (the “Code”), which occurs on or after date
of the termination of your employment, and shall be subject to the following provisions: 

  
 



 









 



 
  


	 	(i)	It is intended that each installment of the severance payments and benefits shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor you shall have the right
to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. 

  

	 	(ii)	If, as of the date of your “separation from service” from the Company, you are not a “specified employee” (within the meaning of Section 409A), then each installment of the severance and benefits
payments shall be made on the dates and terms set forth in this Offer Letter. 

  

	 	(iii)	If, as of the date of your “separation from service” from the Company, you are a “specified employee” (within the meaning of Section 409A), then: 


 

	 	(A)	Each installment of the severance payments and benefits, that, in accordance with the dates and terms set forth in this Offer Letter, will in all circumstances, regardless of when the “separation from service”
occurs, be paid within the short- term deferral period (as defined under Section 409A) shall be treated as a “short-term deferral” within the meaning of Treasury Regulation Section 1.409A-I(b)(4) to the maximum extent permissible under
Section 409A and shall be made on the dates and terms set forth in this Offer Letter; and 

  

	 	(B)	Each installment of the severance payments and benefits that is not described in clause (iii) (A) above and that would, absent this clause (B), be paid within the six month period following your “separation from
service” from the Company shall not be paid until the date that is six months and one day after such “separation from service” (or, if earlier, your death), with any such installments that are required to be delayed being accumulated
during the six-month period and paid in a lump sum on the date that is six months and one day following your “separation from service” and any subsequent installments, if any, being paid in
accordance with the dates and terms set forth in this Offer Letter; provided, however, that the preceding provisions of this clause (B) shall not apply to any installment of severance payments and benefits if and to the maximum extent that that such
installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A- I(b)(9)(iii) (relating to separation pay upon an involuntary
separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A- I (b)(9)(iii) must be paid no later than the last day of your second taxable year following the taxable year in which the
“separation from service” occurs. 

  

	 	(iv)	The determination of whether and when your “separation from service” from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation
Section 1 .409A-I(h). Solely for 


  
 



 









 



 
  


	 	
purposes of this paragraph (iv), “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code.


  

	 	(v)	All reimbursements and in-kind benefits provided under this Offer Letter shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are
subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during your lifetime (or during a shorter period of time specified in this Offer Letter), (ii) the amount of expenses eligible
for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year
in which the expense is incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. 

  

	 	(vi)	Notwithstanding any other provision of this Offer Letter, the Company shall have no liability to you or to any other person if any provisions of this Offer Letter that are intended to be exempt from or compliant with
Section 409A are not so exempt or compliant. 

 In the initial recruitment process you were advised that your acceptance of this position is
with the understanding that the offer of employment is contingent upon successful completion of a background investigation. We will contact you as soon as the background check process has been completed. At that time, assuming successful completion
of this process, we can determine the date when your employment will begin. 
 The offer of employment is also contingent upon your signing the
Company’s standard Forms of Agreement Regarding Inventions, Confidentiality and Non-Competition (Copy attached) and I-9 Employment Verification Form. You will be required to submit documentation that establishes identity and employment
eligibility in accordance with the US Immigration and Naturalization requirements. If there are any other agreements of any type that you are aware of which may impact or limit your ability to perform your job at the Company, please let us know as
soon as possible. 

  
 



 









 



 
  

 I am very excited about having you join our team and I anticipate that you will make many important
contributions to our Company and strategic mission. Please acknowledge your acceptance of this offer by returning a signed copy of this letter by Friday, January 15, 2016. 

Best regards, 
  

	
	




	David Schenkein, M.D.
	Chief Executive Officer
	Agios Pharmaceuticals, Inc.

 I accept this contingent offer of employment with Agios Pharmaceuticals Inc., subject to successful completion of my
background investigation. 
  

					
	Signature:	 		 	
			
	 




	 		 	             1/7/16

	Steve Hoerter	 		 	Date    2/17/2016