Exhibit 10.1


 


March 17, 2021


 


Corleen Roche


1013 Brushtown Road


Ambler, PA 19002


 


		Re:	Immunome, Inc. Employment Offer



 


Dear Corleen:


 


On behalf of Immunome, Inc. (the “Company”),
I am pleased to offer you employment as Chief Financial Officer of the Company. The purpose of this letter agreement is to set forth the
terms of the offer and your employment should you accept the offer. Certain capitalized terms are defined in Section 11 below.


 


		1.	Position; Duties.



 


		(a)	Your position will be as Chief Financial Officer of the Company, reporting to the Chief Executive Officer of the Company. You will
render such services to the Company as are customary for your position as Chief Financial Officer, subject to the oversight and direction
of the Chief Executive Officer. We anticipate that the start date of your employment (the “Commencement Date”) will
be April 19, 2021, although we may mutually agree to a sooner date subject to any existing contractual obligation to which you are subject.



 


		(b)	Your employment will be based in the Company’s headquarters, currently in Exton, Pennsylvania. You also recognize that your
position may from time to time require travel on Company business.



 


		(c)	You will be a regular full-time employee of the Company and agree that, to the best of your ability and experience, you will at all
times loyally and conscientiously perform all of the duties and obligations required of and from you consistent with your position and
to the reasonable satisfaction of the Company. You further agree that you will devote substantially all your business time and attention
to the business of the Company. You will not render business or professional services of any nature to any other person or organization,
whether or not for compensation, without the prior written consent of the Chief Executive Officer in his sole discretion.



 


		(d)	You will be subject to and expected to abide by the Company’s policies and procedures, as these may be changed by the Company
from time to time in its sole discretion.



 


		2.	Base Salary. Your annual base salary will be $400,000, prorated for any partial calendar year of your employment. Your
salary will be paid in accordance with the Company’s standard payroll policies. Your salary will be subject to periodic review at
the Board’s sole discretion, which currently takes place in conjunction with the Company’s annual performance reviews.



 






     


     


    

 


		3.	Bonuses.



 


		(a)	Each calendar year during your employment, you will be eligible for a discretionary bonus targeted at 40% of your annual base salary.
For 2021, you will be eligible for a prorated bonus based upon the fraction of the calendar year remaining from the Commencement Date.
Bonus payments pursuant to this Section 3 are discretionary and will be based on achievement of Company and individual performance objectives,
as determined by the Chief Executive Officer and the Board of Directors of the Company (the “Board”), in its sole discretion
and in a manner consistent with the treatment of other similarly situated executive officers. If based on meeting the Company and individual
performance objectives it is determined that you are eligible for a bonus pursuant to this Section 3, payment would be made in a single
lump sum payment no later than March 15 of the calendar year immediately following the calendar year to which the bonus relates, as long
as you remain continuously employed by the Company through the date of payment.



 


		(b)	If you accept this letter agreement, you will be eligible for the following one-time retention bonuses: (i) a retention bonus of $25,000,
contingent upon you remaining employed by the Company for 90 consecutive days; (ii) an additional retention bonus of $25,000, contingent
upon you remaining employed by the Company for 180 consecutive days; and (iii) an additional retention bonus of $40,000, contingent upon
you remaining employed by the Company for 365 consecutive days. Each bonus in this Section 3(b), if earned, would be paid to you in accordance
with the Company’s regular payroll practices on the payroll date immediately following the respective date specified in clauses
(i)-(iii) of this Section 3(b). To be eligible to receive, and to be deemed to have earned, the bonus in this Section 3(b) (in addition
to the other criteria specified above) you must remain continuously employed by the Company through the scheduled date of the bonus payment.



 


		4.	Stock Options.



 


		(a)	Subject to Board approval, you will be granted a stock option exercisable for up to 125,000 shares of Common Stock of the Company.
Vesting will be over four years, with a one-year cliff for 25% and the remaining 75% vesting in equal monthly installments over the next
36 months; provided, that you remain employed by the Company at the time of each such vesting event. The strike price of the stock option
will be the fair market value per share on the date of grant.



 


		(b)	All stock options will be subject to the terms of the Plan and a stock option agreement to be executed by you as a condition to the
grant. The stock option agreement will provide that vesting is conditioned upon your continued employment with the Company at each applicable
vesting date, subject to acceleration to the extent specified in Section 7.



 






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		5.	Employee Benefits. You will be eligible for paid time off as generally applicable to other employees of similar status
and service in accordance with the policies established by the Company from time to time (and the treatment of any accrued paid time off
upon termination of employment will be governed by these policies). You will also be eligible to participate in the Company’s other
employee benefit plans as they are generally made available to other employees of similar status and service including all necessary business
insurance coverages to the extent available on commercially reasonable terms. All paid time off, insurance, retirement and other benefits
are subject to the terms and conditions of the applicable plan or policy, and the Company reserves the right to change, alter or terminate
at any time any plan, policy, benefit or coverage, in whole or in part, in its sole discretion.



 


		6.	Employee Covenants. As a condition of employment, you will be required to sign on or before the Commencement Date, without
changing, the Company’s form of Employee Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement (the
“Confidential Disclosure Agreement”). By accepting the offer set forth in this letter agreement, you agree that you
will not bring with you to the Company, or use in any way during your employment with the Company, any confidential information, trade
secrets or proprietary materials or processes of any former employer, entity or individual for which you have performed services. You
further confirm that by accepting the offer set forth in this letter agreement and performing your job duties with the Company, you will
not breach any contract, agreement or other instrument to which you are a party or are bound.



 


		7.	At-Will Employment; Employment Termination Benefits.



 


		(a)	This letter agreement does not create a contract or promise of employment for a definite period of time. Therefore, your employment
will be on an “at-will” basis, meaning it may be terminated by either the Company or you at any time, with or without cause
and with or without prior notice. We do require, however, that you give 30 days’ notice if you decide to terminate your employment
with the Company (although the Company can elect in its sole discretion for your employment to terminate before the expiration of this
30-day period if you give such notice, and this election by the Company shall not constitute a termination without Cause for purposes
of this letter agreement); you also may not resign for Good Reason if the Company has already informed you that your employment is being
terminated (without limitation of any other limitations on Good Reason termination in this letter agreement). Additionally, your employment
will terminate automatically upon your death or Disability. Upon termination of your employment for any reason, you will automatically
be deemed to have resigned from all positions that you hold as an officer or member of the Board (or any committee thereof) of the Company
or any of its affiliates and in any event you will at the Company’s request execute a resignation letter to document this letter
agreement. Other than as set forth in Sections 7(b) and 7(c) (if applicable), upon termination of your employment with the Company, you
will not be entitled to any payments or benefits from the Company other than (i) payment of your base salary earned for services rendered
through the date of termination, (ii) any unpaid expense reimbursement owed to you in accordance with
the Company’s policies, and (iii) any amount earned, accrued and arising from your participation in, or benefits accrued under,
any Company employee benefit plan or policy, which amounts shall be payable in accordance with the terms and conditions of such employee
benefit plans and policies.



 






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		(b)	In the event that you become an employee of the Company pursuant to this letter agreement and your employment thereafter is terminated
by the Company without Cause (other than in the circumstances specified in Section 7(c)), then, subject to Section 7(d), the Company will
continue to pay your then-applicable base salary for nine months after the date of your termination in accordance with the Company’s
standard payroll practices and periods.



 


		(c)	In the event that you become an employee of the Company pursuant to this letter agreement and (i) a Change of Control occurs and (ii)
at the time of, or within 12 months after the date of, the Change of Control your employment is terminated without Cause by the Company
or the acquiring company or you resign for Good Reason then, subject to Section 7(d), the Company will (A) continue to pay your then-applicable
base salary for 12 months after the date of your termination in accordance with the Company’s standard payroll practices and periods;
(B) accelerate any unvested portion of your then-outstanding stock options in full; (C) pay you your full bonus under Section 3 as and
when the same would otherwise be payable by the Company (assuming for this purpose that all of the Company’s and your individual
goals were met, but subject to pro ration as described in Section 3 if termination is in calendar year 2021); and (D) provided you timely
elect, and remain eligible for, continued group health plan benefits to the extent authorized by and consistent with 29 U.S.C. §1161
et seq. (commonly known as “COBRA”), reimburse you for COBRA premiums in an amount such that your net cost (after tax) for
continued health insurance coverage is the same as your cost for such benefits as in effect on the date of termination. The Company would
make the contribution pursuant to clause (D) of the preceding sentence on a monthly basis upon receipt of your monthly COBRA premium payment;
however, this reimbursement is subject to early termination if, and on the date, you become eligible for health benefits through another
employer or otherwise become ineligible for COBRA.



 


		(d)	You will not be eligible to receive the payments and other benefits specified in Section 7(b) or Section 7(c), as applicable, unless
you (i) have returned all Company property in your possession; and (ii) have executed (and, if applicable, not revoked) a separation agreement,
including a general release of all claims that you may have against the Company or persons affiliated with the Company, in the Company’s
standard form (the “Separation Agreement”). Any such payments would, subject to the foregoing, commence within 60 days after
the date of your separation, provided you have timely executed and returned the Separation Agreement and, if a revocation period is applicable,
you have not revoked the Separation Agreement; once the payments commence, they will include any unpaid amounts accrued from the termination
date. In addition, and notwithstanding any other provision of this Section 7, the
continuation of each of the payments and other benefits pursuant to Section 7(b) or Section 7(c), as applicable, is further conditioned
on: (i) the Company being financially solvent at the time that each such payment becomes due, and the Company not being rendered insolvent
by virtue of making any such payment; and (ii) your continued compliance with your post- termination obligations, including those under
the Confidential Disclosure Agreement, (and, if you do not so comply, (A) the Company shall no longer be obligated to make any payments
or provide any other benefits pursuant to Section 7(b) or Section 7(c), as applicable, and (B) you will be required immediately to reimburse
any and all payments and benefits made by the Company pursuant to either such Section, in addition to any other remedies available to
the Company). For purposes of this letter agreement, the Company shall be considered solvent if it is able to pay its debts as they become
due.



 






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		8.	Parachute Provisions.



 


		(a)	If any payment or benefit you will or may receive from the Company or otherwise (a “280G Payment”) would (i) constitute
a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this Section, be subject to the excise
tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment provided pursuant to this letter
agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x)
the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax, or
(y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or
by clause (y)). after taking into account all applicable federal, state, and local employment taxes, income taxes, and the Excise Tax
(all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater economic benefit
notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant
to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur
in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method
of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction
Method”).



 


		(b)	Notwithstanding any provision of this Section 8 to the contrary, if the Reduction Method or the Pro Rata Reduction Method would
                                                                                                   result in any portion of the Payment being subject to taxes pursuant to Section 409A (defined below) that would not otherwise be
                                                                                                   subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall
                                                                                                   be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification
                                                                                                   shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a
                                                                                                   second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or
                                                                                                   eliminated) before Payments that are not contingent on future events; and (C)
as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated)
before Payments that are not deferred compensation within the meaning of Section 409A.



 






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		(c)	Unless you and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general
tax compliance purposes as of the day prior to the effective date of the Change in Control transaction shall perform the foregoing calculations.
If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity, or group effecting the
Change in Control transaction, the Company shall appoint a nationally-recognized accounting or law firm to make the determinations required
by this Section 8. The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to be
made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations
hereunder to provide its calculations, together with detailed supporting documentation, to you and the Company within 15 calendar days
after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by you or the Company)
or such other time as requested by you or the Company.



 


		(d)	If you receive a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 8(a) and the Internal Revenue
Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you agree to promptly return to the Company
a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 8(a)) so that no portion of the remaining Payment
is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) of Section 8(a),
you shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.



 


		9.	Section 409A. This Section is intended to help ensure that compensation paid or delivered to you pursuant to this letter
agreement either is paid in compliance with, or is exempt from, Section 409A of the Internal Revenue Code of 1986, as amended and the
rules and regulations promulgated thereunder (collectively, “Section 409A”):



 


		(a)	Any taxable reimbursement of business or other expenses, or any provision of taxable in-kind benefits to you, as specified under
                                                                                                   this letter agreement, shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of
                                                                                                   in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind
                                                                                                   benefits provided in any other taxable year; (ii) the reimbursement of an eligible expense shall be made no later than the end of
                                                                                                   the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be
                                                                                                   subject to liquidation or exchange for another benefit. Any reimbursement of taxes, as specified under this letter agreement, shall
                                                                                                   be paid in any event not later than the end of your taxable year next following the taxable
year in which you remit the applicable taxes to the appropriate taxing authority.



 






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		(b)	The payment of any amounts otherwise payable to you on account of termination of employment under this letter agreement that constitute
deferred compensation within the meaning of Section 409A and that are subject (among other conditions, if any) to a release of claims
may be delayed at the discretion of the Company for up to 90 days following your termination of employment (without regard to when your
release is delivered and becomes irrevocable (an “Effective Release”) if reasonably determined by the Company to be
necessary to avoid penalties under Section 409A). Regardless of any payment, however, all such amounts remain conditioned on an Effective
Release such that if you fail to deliver (or revoke) your release you will forfeit and must immediately return such amounts on the Company’s
demand.



 


(I)       If you are deemed
on the date of termination of your employment to be a “specified employee”, within the meaning of that term under Section
409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or if none, the default
methodology, then: (x) with regard to any payment, the providing of any benefit or any distribution of equity upon your separation from
service that constitutes “deferred compensation” subject to Section 409A, such payment, benefit or distribution shall not
be made or provided prior to the earlier of the expiration of the six-month period measured from the date of your separation from service
or (II) the date of your death; and (y) on the first day of the seventh month following the date of your separation from service or, if
earlier, on the date of your death, all payments delayed pursuant to this Section 9(c) (whether they would otherwise have been payable
in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments
and benefits due under this letter agreement shall be paid or provided in accordance with the normal dates specified from them herein.


 


		(c)	In applying Section 409A to compensation paid pursuant to this letter agreement, any right to a series of installment payments under
this letter agreement shall be treated as a right to a series of separate payments.



 


		10.	Additional Agreements.



 


		(a)	You will be subject to and required to fully comply with the Company’s policies and procedures, as these may be changed from
time to time, and this letter agreement is subject to those policies and procedures.



 


		(b)	During the term of your employment and thereafter, you shall reasonably cooperate with the Company in any internal investigation or
administrative, regulatory or judicial proceeding as reasonably requested by the Company (including, without limitation, your being reasonably
available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without
requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the
Company all relevant documents which are or may come into your possession, all at times and on schedules that are reasonably consistent
with your other permitted activities and commitments) at reasonable times.



 






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		(c)	All compensation and other payments to you under this letter agreement or otherwise related to your employment are subject to applicable
required tax withholding and deductions.



 


		(d)	This offer expires at 12:00 p.m. (Philadelphia time) on March 18, 2021, if not accepted by then.



 


		(e)	Your employment by the Company will be subject to successful completion of a pre-employment background check, reference checks and
documentation of eligibility to work in the United States, to be completed no later than three business days following the Commencement
Date.



 


		(f)	This letter agreement, including the Confidential Disclosure Agreement and your stock option agreement, constitute the complete agreement
between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations
or understandings (whether written, oral or implied) between you and the Company relating to the subject matter herein.



 


		(g)	The terms of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter
agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any
other relationship between you and the Company (the “Disputes”) will be governed by the laws of the Commonwealth of
Pennsylvania, excluding laws relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction
of the federal and state courts located in the Commonwealth of Pennsylvania in connection with any Dispute or any claim related to any
Dispute.



 


		(h)	Notwithstanding anything to the contrary set forth herein, the Company may terminate this offer at any time prior to the Commencement
Date.



 


		11.	Defined Terms. For purposes of this letter agreement:



 


		(a)	“Cause” means that you engaged in any of the following: (i) your material breach of any provision of this letter agreement,
the Confidential Disclosure Agreement or any other material agreement between you and the Company after the expiration of 10 days without
cure after written notice of such breach; (ii) any act constituting dishonesty, fraud, immoral or disreputable conduct, (iii) any conduct
which constitutes a felony under applicable law; (iv) any material violation of any Company policy or procedure; (v) refusal to follow
or implement a clear, lawful and reasonable directive of the Company; (vi) gross negligence
or incompetence in the performance of your duties after the expiration of 10 days without cure after written notice of such failure; or
(vii) breach of fiduciary duty to the Company.



 






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		(b)	“Change of Control” has the meaning set forth in the Equity Incentive Plan.



 


		(c)	“Disability” means (i) a condition that entitles you to receive long-term disability benefits under Company’s long-term
disability plan, or (ii) if there is no such plan, your inability, due to physical or mental incapacity, to perform your duties and responsibilities
under this letter agreement for a total of 90 days out of any 365-day period or for 60 consecutive days.



 


		(d)	“Equity Incentive Plan” means the Company’s 2020 Equity Incentive Plan, as amended, or any future equity incentive
plan adopted by the Board and then in effect.



 


		(e)	“Good Reason” means the occurrence of one of the following events without your written consent: (i) reduction of your
base salary below the amount as initially set forth herein, unless such reduction is part of a reduction of base salaries of Company executive
management generally; (ii) material change or reduction in your authority, duties or responsibilities, provided, however, that: (A) a
change in job title shall not be deemed a “material reduction” unless your new authority, duties or responsibilities are substantially
changed or reduced from the prior authority, duties or responsibilities and (B) following a business combination transaction involving
the Company (including, but not limited to, a Change of Control), Good Reason shall not include a reduction in authority, duties or responsibilities
solely by virtue of the Company being made part of, or operating as a subsidiary or division of, a larger company or organization, as
long as your new duties and responsibilities are reasonably commensurate with your experience; or (iii) your direct reporting to someone
other than the Chief Executive Officer or the then-most senior officer in charge of the Company’s business if at any time there
is no Chief Executive Officer of the Company). In order to resign for Good Reason, you must provide written notice of the condition giving
rise to Good Reason to the Board within 30 days after the initial occurrence of the condition, allow the Company 30 days to cure such
condition, and if the Company fails to cure the condition within such period, your resignation must be effective not later than 10 days
after the end of the Company’s cure period. For purposes of this letter agreement, if the requirements of the immediately preceding
sentence are not fully satisfied on a timely basis, then your resignation from the employ of the Company shall not be deemed to have been
for “Good Reason,” you shall not be entitled to any of the benefits to which you would have been entitled if you had resigned
from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit
that would otherwise have been due to you had you resigned for “Good Reason.”



 






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		12.	Assignment. The Company may assign this letter agreement to any person or entity, including, but not limited to, any
successor, parent, subsidiary or affiliated entity of the Company. The Company also may assign this letter agreement in connection with
any sale, reorganization, consolidation, or merger (whether of stock or assets or otherwise) of the Company or the business of the Company.
You expressly consent to the assignment of the restrictions and requirements set forth in the Confidential Disclosure Agreement to any
new owner of the Company’s business or purchaser of the Company. You may not assign, pledge, or encumber your interest in this letter
agreement, or any part thereof, without the written consent of the Company, and any attempt do so without such consent is null and void.
This letter agreement shall inure to the benefit of and be binding upon you and the Company, and each of its respective successors, executors,
administrators, heirs and permitted assigns.



 


		13.	Counterparts. This letter agreement may be executed in one or more counterparts, both of which shall be considered one
and the same agreement, and shall become a binding agreement when one or more counterparts have been signed by each party and delivered
to the other party. Any executed counterpart of this letter agreement may be delivered by facsimile or electronic transmission with the
same effect as if delivered personally.



 


(Signature page follows.)


 




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To indicate your acceptance of this letter agreement,
please sign and date this letter agreement in the spaces provided below. Again, let me indicate how pleased we all are to extend this
offer and how much we look forward to working with you.


 


	 	Sincerely,
	 	 	 
	 	IMMUNOME, INC.
	 	 	 
	 	By:	/s/ Purnanand Sarma      
	 	 	Purnanand Sarma, PhD
	 	 	Chief Executive Officer
	 	 	 
	Accepted and agreed:	 	 
	 	 	 
	/s/ Corleen Roche     	 	 
	Corleen Roche	 	 
	 	 	 
	Date:       3/18/2021	 	 



 






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