Exhibit 10.1
PROMIS NEUROSCIENCES (US), INC.
September 26, 2025
Neil Cashman
[ADDRESS]
Dear Neil;
On behalf of ProMIS Neurosciences Inc. (the “Company”), I am pleased to confirm the new terms of your employment with the Company. This Employment Offer letter (the “Employment Agreement”) shall supersede the offer letter dated January 21, 2022 (the “Prior Offer Letter”) in all respects, except as otherwise indicated in this Employment Agreement. The purpose of this letter is to summarize the terms of your employment with the Company. This Employment Agreement will be effective on the date it is fully executed (the “Effective Date”).
i. | a payment that is equivalent to the sum of nine (9) months of your Base Salary (the “Salary Continuation Payment”); and |
ii. | subject to the terms and conditions of the applicable benefit plans and the policies of the insurers, the Company will continue your participation in the Company’s group health and welfare benefit plans for a period of nine (9) months following the Date of Termination, or until the date on which you become eligible for comparable benefits through another employer, whichever occurs first. The cost of such benefits will be shared between you and the Company in the same proportion as applied immediately prior to the Date of Termination. |
In the event that you do not sign a Release with the Company, you will be entitled only to the minimum notice or pay in lieu of notice required under the Act, and no additional payments or benefits will be provided. Any such statutory entitlements will be in full and final satisfaction of
all claims or entitlements you may have arising from or relating to the termination of your employment.
Further, in the event that the Company terminates your employment without cause (and other than by reason of your death or Disability) or you resign for Good Reason and the Date of Termination is within three months before or 12 months after the occurrence of the first event constituting a Change in Control, as defined below (such period, the "Change in Control Period"), then provided you enter into, do not revoke and comply with the terms of the Release and such Release becomes irrevocable within the time period set forth in the Release but in no event more than 60 days after the Date of Termination, the Company will provide you with: (i) the Termination Benefits; and (ii) notwithstanding anything to the contrary in the Equity Documents, all time-based stock options and other stockbased awards subject solely to time-based vesting held by you shall immediately accelerate and become fully exercisable or nonforfeitable; provided that in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of such awards that are subject only to time-based vesting that would otherwise terminate or be forfeited on the cessation of your employment will be delayed until the earlier of (A) the effective date of the Release (at which time acceleration will occur), or (B) the date that the Release can no longer become fully effective (at which time the unvested portion will terminate or be forfeited).
The Salary Continuation Payment shall be paid out in accordance with the Company’s payroll practice commencing within 60 days after the Date of Termination, except as required by the Act; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Salary Continuation Payments shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. For the avoidance of doubt, in the event your employment is terminated as a result of death, Disability, or for any reason other than a termination by the Company without cause or your resignation for Good Reason, you will be entitled to the Accrued Obligations but you will not be entitled to any of the Termination Benefits except as required by the Act.
For purposes of this Agreement, "Change in Control" shall mean any of the following: (i) any
"person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended ( the "Act") ( other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all "affiliates" and "associates" (as such terms are defined in Rule l 2b-2 under the Act) of such person, shall become the "beneficial owner" ( as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 50 percent or more of the combined voting power of the Company's then outstanding securities having the right to vote in an election of the Board ("Voting Securities") (in such case other than as a result of an acquisition of securities directly from the Company); or (ii) the date a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; or (iii) the consummation of (A) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficialJy own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the Company issuing
cash or securities in the consolidation or merger ( or of its ultimate parent corporation, if any), or (B) any sale or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company. Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of Voting Securities beneficially owned by any person to 50 percent or more of the combined voting power of all of the then outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns 50 percent or more of the combined voting power of all of the then outstanding Voting Securities, then a "Change in Control" shall be deemed to have occurred for purposes of the foregoing clause (i).
For purposes of this Employment Agreement, “Disability” shall mean Disability shall mean you are unable to perform the essential functions of your position under this Employment Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period.
For purposes of this Employment Agreement, “Good Reason” means: (i) a material adverse change in your duties and responsibilities; (ii) a material reduction in your Base Salary; or (iii) a requirement that you relocate your principal place of employment more than 50 kilometers. To terminate your employment for Good Reason you must (i) provide notice to the Company of the event giving rise to the Good Reason within 60 days after such event occurs, (ii) provide the Company with at least 30 days to cure (the “Cure Period”), and (iii) if not cured, resign for Good Reason within 30 days following expiration of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.
| ProMIS NEUROSCIENCES | ||
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| By: | /s/ Neil Warma | |
| | Name: | Neil Warma |
| | Title: | Chief Executive Officer |
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I have read and accept this Employment Agreement: | |||
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| /s/ Neil Cashman | ||
| Date: | September 26, 2025 | |
| Name: | Neil Cashman |