Exhibit 10.1
SEPARATION AGREEMENT
THIS SEPARATION AGREEMENT (the “Agreement”) is made and entered into on August 7, 2025 by and between Adaptimmune, LLC (“Adaptimmune”) and Elliot Norry (“Norry”) and is effective as of the Effective Date as defined in Section 9 below.
WHEREAS, Norry and Adaptimmune previously entered into an Employment Agreement, dated as of December 16, 2020 (the “Employment Agreement”).
WHEREAS, Norry’s employment with Adaptimmune shall end, and Adaptimmune and Norry wish to conclude their employment relationship on mutually satisfactory terms and to settle fully and finally all matters and potential disputes that Norry may have with Adaptimmune and certain others.
NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to be legally bound, Adaptimmune and Norry hereby agree as follows:
i. | A payment equal to the gross value of twelve (12) months’ base pay, in the amount of $478,135, less all applicable deductions and withholdings; and |
ii. | A payment equal to the gross value to cover twelve (12) months of health care coverage through COBRA totaling a net of $30,965.73. |
The Payment will be made in lump-sum form in the next available Company month-end pay date following the Effective Date of this Agreement assuming that Norry has not validly revoked the Agreement. Norry acknowledges and agrees that the Payment is in full satisfaction of Adaptimmune’s obligations to Norry under the Executive Severance Policy dated March 10, 2017, as amended (the “Severance Policy”). Norry will be entitled to any accrued and unused vacation time, as communicated separately, regardless of whether Norry elects to sign this Agreement.
Norry’s share options will continue to vest, subject to the rules of the Adaptimmune Therapeutics plc Employee 2016 Share Option Scheme and related plan documents (collectively, the “Plan”) and in accordance with the respective vesting schedules, until the Separation Date. Subject to the Plan rules and any applicable legal or regulatory requirements, Norry will be permitted a period of 12 months from the Separation Date to exercise market value share options that have vested as of the Separation Date. All unvested share options as of the Separation Date will lapse and be forfeited as of the Separation Date. The further terms of Norry’s share options are governed by the Plan rules. Norry understands and agrees that he will not receive any payment or other compensation from Adaptimmune in respect of his share options and shares.
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Regardless of whether Norry enters into this Agreement, Norry will remain eligible to receive group health benefits (medical and dental) through the end of the month of the Separation Date in accordance with plan terms and enrollment status, and will receive a notice of rights under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), pursuant to which Norry can, if eligible, elect to extend health benefits on a self-pay basis. If Norry enters into this Agreement, Norry will receive the taxable lump sum cash payment identified in Section 2(ii) above intended for use to extend health benefits under COBRA. However, this amount is not legally restricted as to use and it will be paid regardless of whether Norry actually enrolls for COBRA coverage. To receive COBRA coverage, Norry must fulfill all enrollment requirements and pay all applicable premiums in a timely manner. Adaptimmune will not enroll Norry for COBRA coverage or pay any COBRA premiums on Norry’s behalf.
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BY SIGNING THIS AGREEMENT, EMPLOYEE ACKNOWLEDGES DOING SO VOLUNTARILY AFTER CAREFULLY READING AND FULLY UNDERSTANDING EACH PROVISION AND ALL OF THE EFFECTS OF THIS AGREEMENT, WHICH INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS AND A RESTRICTION ON FUTURE LEGAL ACTION AGAINST ADAPTIMMUNE AND OTHER RELEASED PARTIES.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties execute this Separation Agreement. | |
Employee: By: /s/ Elliot Norry Printed Name: Elliot Norry Date: August 7, 2025 | For Adaptimmune, LLC: By:/s/ Adrian Rawcliffe Printed Name: Adrian Rawcliffe Title: CEO Date: August 7, 2025 |
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