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Letter To George Eldridge 3/6/2002

This is an actual contract by Curis.

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Sectors: Biotechnology / Pharmaceuticals
Governing Law: Massachusetts, View Massachusetts State Laws
Effective Date: March 06, 2002
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Exhibit 10.48


March 6, 2002


Mr. George A. Eldridge Curis, Inc. 61 Moulton Street Cambridge, MA 02138


Dear George,


The purpose of this letter is to confirm our discussions with respect to your transition of duties and separation from employment with Curis, Inc. (the "Company"). As you know, the Company would like your continued assistance in the capacity of Chief Financial Officer for a set period of time to achieve certain specific objectives that are important to the Company. As such, if you remain employed by the Company until May 16, 2002 or until the date when the Company requests your departure following commencement of employment with the Company by the Company's new Chief Financial Officer, whichever is earlier, the Company will provide you with the severance pay and benefits described in the letter agreement below (the "Agreement") if you sign the Agreement and return it no later than March 20, 2002 and, on your last day of employment with the ---------------------------- Company, sign and return the release attached to the Agreement as Attachment A. If you resign your employment with the Company prior to May 16, 2002, or if you choose not to timely sign and return both this Agreement and Attachment A to this Agreement, you will not receive any severance pay and benefits from the Company


AGREEMENT
---------


1. Separation of Employment. Your employment with the Company will end as
------------------------ of the date of your resignation, which is to be no sooner than the close of business on May 16, 2002, or on the date when the Company requests your departure following commencement of employment with the Company by the Company's new Chief Financial Officer, whichever is earlier (the "Separation Date"), at which time you will be terminated from all positions and offices held by you with the Company. You acknowledge that, following the Separation Date, you will have no authority to act on behalf of the Company, will not represent yourself as an employee or agent of the Company and will not make or attempt to make any commitments of any nature on behalf of, or otherwise bind, the Company. Further, as of the Separation Date, all salary payments from the Company will cease and any benefits you may have had under Company-provided benefit plans, programs, or practices will terminate, except as required by federal or state law, or as otherwise described in Section 2 below.


2. Severance Pay and Benefits. In return for your timely execution of this
-------------------------- Agreement, Attachment A as described above, the Company will provide you with the following severance benefits (collectively, the "Severance Benefits"):


(a) Severance Pay. The Company will provide you with severance pay in
------------- the form of salary continuation at your current base rate of pay ($8,076.92 per bi-weekly pay period) for a six-month (6 month) period following the Separation Date (the "Salary Continuation"). The Salary Continuation will be subject to all applicable local, state and federal taxes and withholdings and will be paid to you in equal installments in accordance with the Company's regular payroll practices. In no event will the first installment of the Salary Continuation be paid to you prior to the later of: (i) the first regular pay period following the Separation Date and (ii) your compliance with the provisions of Section 5 of this Agreement. You will not be eligible for, nor will you have a right to receive, any payments from the Company following the Separation Date other than the Salary Continuation.


(b) Medical and Dental Insurance Continuation Coverage. The Separation
-------------------------------------------------- Date will be the date of the "qualifying event" under COBRA (the Consolidated Omnibus Budget Reconciliation Act of 1985). If you are eligible for and elect to continue group health insurance coverage under COBRA, the Company will reimburse you for the full costs of health insurance premium payments from the Separation Date through the six-month period thereafter upon your presentation to the Company of reports documenting such premium payments. Thereafter, you will be solely responsible for any and all premium payments during the elected period of health insurance coverage under COBRA. You will be required to pay 102% of the COBRA premium rate if you elect COBRA coverage. You will be provided with an application form. You understand and agree that any participation by you in any group medical or dental insurance plan pursuant to this section will be in accordance with the applicable plan terms and generally applicable policies, and nothing contained herein will obligate the Company to continue any employee benefit plan or restrict in any way the right of the Company to modify or amend said plans.


(c) Purchase of Company Property. The Company agrees that you may lease
---------------------------- through December 31, 2002 from the Company the Company-provided laptop computer (Curis Serial # 10380) for SEVEN HUNDRED DOLLARS ($700.00) and purchase as personal property the Company-provided cellular telephone used by you during your employment for FIFTY DOLLARS ($50.00), provided, however, that you first return and do not retain, any and all Company property stored in the Company-provided laptop computer, pursuant to the provisions of Section 5 below. The Company-provided laptop computer and cellular telephone will be leased and purchased, respectively, by you strictly on an "as is" basis, and you will assume responsibility for all costs related to such items after the Separation Date.


2


(d) Electronic Mail and Voice Mail. The Company agrees that you may
------------------------------ submit to the Company a forwarding message which, upon approval by the Company, will be installed on your former electronic mail (eldridge@curis.com) and voice mail (617-503-6515) accounts until six months after the Separation Date. You agree that the message will indicate where you can be contacted with respect to personal calls and refer business-related calls to the employees specified by the Company.


(e) Vacation Pay. Your final paycheck will include payment for any
------------ accrued but unused vacation time as of the Separation Date.


(f) Stock Options. The Company agrees, subject to approval by the Board
------------- of Directors, that all stock options granted to you will be vested as of the Separation Date to the extent they would have been vested if you had remained an employee through July 31, 2002. Your stock options will not be exercisable and will not vest as to any other shares. In addition, a stock option grant to you on August 18, 2000 exercisable for 200,000 shares of the Company's common stock at an exercise price of $14.50 will expire and no longer be exercisable as of the Separation Date. Further and subject to approval by the Board of Directors, you will have until May 16, 2003 to exercise all stock options that are vested as of the Separation Date. You acknowledge that the provisions of this paragraph 2(f) may affect the tax treatment of exercised stock options.


(g) Unemployment Compensation. In the event that you elect to file a
-------------------------


claim for unemployment benefits, the Company will not oppose your receipt of benefits.


(h) Acknowledgement. By signing this Agreement and accepting the
---------------


Severance Benefits provided in this Section 2, you acknowledge and agree that the Severance Benefits provided in this Section 2 are not intended to and do not constitute a severance plan and will confer no benefit on anyone other than the parties to this Agreement.


(i) No Further Amounts Owed. You acknowledge and agree that the
-----------------------


Company's promises, payments and obligations contained in this Agreement are in consideration of, and in full satisfaction for, all amounts of any kind, if any, the Company does owe, might owe or could owe to you, and the promises, representations, and warranties made by you in this Agreement. You further acknowledge and agree that, except for the Severance Benefits set forth in this Agreement, you are not and will not in the future be owed or entitled to any additional payments, compensation or benefits of any kind, including, but not limited to, wages, salary, commissions, vacation time or pay, holiday pay, notice pay, expenses, profit sharing, bonuses, participation payments, stock, stock options, reimbursements, or back or front pay.


3. Non-Disparagement. You agree that you will not make any statements that
-----------------


are professionally or personally disparaging about, or adverse to, the interests of the Company or its officers, directors, managers or employees, including but not limited to any statements that disparage any individual associated with the Co
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