Exhibit 10.1
SEPARATION AGREEMENT
This Separation Agreement (this “Agreement”) is entered into by and between Sandip Kapadia (“Executive”) and Harmony Biosciences Holdings, Inc. and Harmony Biosciences Management, Inc. (together the “Company”), effective as of April 13, 2026 (the “Effective Date”).
Executive’s entitlement to receive the payments and benefits set forth in this Section 2(c) will be subject to and conditioned upon (x) Executive’s continued compliance in all material respects with the Restrictive Covenants (provided that the Company shall provide Executive with written notice of any failure to comply and not less than 30 days to cure, if curable) and (y) Executive’s execution and delivery to the Company of a Release (the “Release”) on or within 21 days following the Separation Date, and non-revocation of such Release during the seven-day period following the date on which such Release is executed.
If to Executive: at Executive’s most recent address on the records of the Company
If to the Company:
Harmony Biosciences Management, Inc. 630 W. Germantown Pike, Suite 215 Plymouth Meeting, PA 19462
Attention: EVP, General Counsel & Corporate Secretary
All notices, requests and other communications shall be deemed given on the date of actual receipt or delivery as evidenced by written receipt, acknowledgement or other evidence of actual receipt or delivery to the address. In case of service by telecopy, a copy of such notice shall be personally delivered or sent by registered or certified mail, in the manner set forth above, within three business days thereafter. Any party hereto may from time to time by notice in writing served as set forth above designate a different address or a different or additional person to which all such notices or communications thereafter are to be given.
[Signature page follows]
IN WITNESS WHEREOF, Executive has hereunto set Executive’s hand and the Company has caused these presents to be executed in its name on its behalf, all as of the day and year set forth below.
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| /s/ Sandip Kapadia |
| Sandip Kapadia |
Dated: April 13, 2026 | /s/ Jeffrey Dayno, M.D. |
| Harmony Biosciences Holdings, Inc. Title: President and Chief Executive Officer |
| Sandip Kapadia |
Dated: April 13, 2026 | /s/ Jeffrey Dayno, M.D. |
| Harmony Biosciences Management, Inc. Title: President and Chief Executive Officer |
| Sandip Kapadia |
[Signature page to Separation Agreement]
EXHIBIT A
GENERAL RELEASE
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| 3. | Unknown Claims. |
THE UNDERSIGNED ACKNOWLEDGES THAT THE UNDERSIGNED HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS THE UNDERSIGNED MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
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| (i) | the undersigned has read the terms of this Release, and understands its terms and effects, including the fact that the undersigned agreed to release and forever discharge the Company and each of the Releasees, from any Claims released in this Release; |
| (ii) | the undersigned understands that, by entering into this Release, the undersigned does not waive any Claims that may arise after the date of the undersigned’s execution of this Release, including without limitation any rights or claims that the undersigned may have to secure enforcement of the terms and |
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| conditions of this Release, nor does the Release prevent the undersigned from challenging the knowing and voluntary waiver of the Release under the Older Workers Benefit Protection Act; |
| (iii) | the undersigned has signed this Release voluntarily and knowingly in exchange for the consideration described in this Release, which the undersigned acknowledges is adequate and satisfactory to the undersigned and which the undersigned acknowledges is in addition to any other benefits to which the undersigned is otherwise entitled; |
| (iv) | the Company advises the undersigned that the undersigned has a right to and should consult with an attorney prior to executing this Release; |
| (v) | the undersigned has been given at least 21 days in which to review and consider this Release. To the extent that the undersigned chooses to sign this Release prior to the expiration of such period, the undersigned acknowledges that the undersigned has done so voluntarily, had sufficient time to consider the Release, to consult with counsel and that the undersigned does not desire additional time and hereby waives the remainder of the 21-day period; and |
| (vi) | the undersigned may revoke this Release within seven days from the date the undersigned signs this Release and this Release will become effective upon the expiration of that revocation period. If the undersigned revokes this Release during such seven-day period, this Release will be null and void and of no force or effect on either the Company or the undersigned and the undersigned will not be entitled to any of the payments or benefits which are expressly conditioned upon the execution and non-revocation of this Release. Any revocation must be in writing and sent to the Company’s EVP, General Counsel & Corporate Secretary, via electronic mail at legal@harmonybiosciences.com, on or before 11:59 p.m. Eastern time on the seventh day after this Release is executed by the undersigned. |
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IN WITNESS WHEREOF, the undersigned has executed this Release this ____ day of ___________, ____.
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| Sandip Kapadia |
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