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Curis Inc. AGREEMENT AND GENERAL RELEASE

Release Agreement

Curis Inc. 

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Curis Inc

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Title: Curis Inc. AGREEMENT AND GENERAL RELEASE
Governing Law: Massachusetts     Date: 7/31/2007

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Agreement & General Release w/ Mary Elizabeth Potthoff

EXHIBIT 10.1

Curis Inc.

AGREEMENT AND GENERAL RELEASE

It is hereby agreed by and between Mary Elizabeth Potthoff (“Employee”) and Curis Inc. (“Curis”), for good and sufficient consideration more fully described below that:

1. Employment Status. The Employee’s employment with Curis is terminated effective May 17, 2007 (the termination date). As of the termination date, the Employee’s salary will cease and all Company benefit programs terminated, except as required by applicable federal or state law, or otherwise described below.

2. Payment of Earned and Accrued Vacation Pay. The Employee has received a check in payment for all salary due through the termination date and all unused, accrued vacation pay on the termination date.

3. Severance Pay/Benefit Continuance/Options.

(a) Severance Pay. In return for the execution of the instant Agreement and General Release (the “Agreement”), the Employee will receive 26 weeks of severance pay at employee’s current rate of pay, for a total severance payment of $100,000.00 less all applicable state and federal taxes. The severance pay will be paid to the Employee on November 19, 2007 in a single payment in the form of a check which will be mailed directly to the Employee’s home address.

(b) Benefits. Employee’s medical/dental insurance as an employee of Curis will cease effective May 17, 2007. Employee will immediately become eligible for continuation of medical/dental coverage pursuant to COBRA. Curis will pay the COBRA premium until Employee’s severance period ends on November 18, 2007. At the end of the severance period, the Employee is eligible to continue coverage for the balance of the total eighteen (18) month COBRA period provided that Employee pays the COBRA premium. In the event Employee obtains alternate employment during this period, Curis medical/dental coverage will cease to the extent permitted by COBRA. The Employee will receive further COBRA information under separate cover. Life Insurance, Short Term Disability and Long Term Disability end on the termination date. A conversion option for Life Insurance and Long Term Disability is available. Details of policy conversion will be provided during the exit interview or upon request.

(c) Restricted Stock/Options. For all Employee-held stock options, the Employee is entitled to exercise the vested portion of his/her stock option within ninety (90) days of the termination date, except for stock option CU000534, dated September 2, 2002, whereby the 43,750 vested shares of common stock that were not exercised under this award may be exercised through May 17, 2008, and in the event such stock option is not exercised by May 17, 2008, all 43,750 shares shall expire and thereafter be unexercisable. The employee will not continue to vest after the termination date.

4. Company Files, Documents and Other Property. No later than the termination date, the Employee will return to Curis any keys, credit cards or other items that he/she might have in his/her possession that are the property of Curis. No later than the termination date, the Employee will return all Curis files, reports, books, data and other documents.

5. Releases.

(a) In exchange for the compensation described in Section 3 and other good and valuable consideration, receipt of which is hereby acknowledged, the Employee hereby agrees that his/her representatives, agents, estates, successors and assigns release and forever discharge Curis, its affiliates, divisions, subsidiaries, parent companies, predecessors, successors and assigns, and the officers, trustees, employees, agents, managers, supervisors, representatives and attorneys, of all such entities, in their professional and/or official capacities for Curis, and their personal/individual capacities to the extent related to matters related to Employee’s employment and/or termination from employment (the “Releasees”), from any and all actions or causes of action, suits, claims, complaints, contracts, liabilities, agreements, promises, debts and damages, whether existing or contingent, of any nature whatsoever, known or unknown (“claims”),


including but not limited to those claims which arose out of the Employee’s employment with or his/her termination of employment from Curis, to the extent such claims arose on or before the date this Agreement was executed. This release is intended by the Employee and Curis to be all encompassing and to act as a full and total release of any claims that the Employee may have or has had against the Releasees, including, but not limited to, any claim under any federal or state law or regulation dealing with either employment or employment discrimination such as those laws or regulations concerning discrimination on the basis of age, including but not limited to the Age Discrimination in Employment Act of 1967, as amended, 29 United States Code Section 621, et seq., race, color, creed, sex, sexual preference, religion, national origin, handicap status, or status as a disabled or Vietnam era veteran; any contract, whether oral or written, express or implied; or under the common law of any jurisdiction, which arose out of the Employee’s employment with or termination of employment from Curis, to the extent such claims arose on or before the date this Agreement was executed, provided however that nothing in this section 5(a) shall prevent Employee from bringing any legal action to for the purpose of enforcing any obligations of Curis to Employee under this Agreement. Employee does not release Curis from any obligation to indemnify Employee under the Offer Letter of July 25, 2002 as amended by the Amendment to the Offer Letter, dated October 31, 2006 and to the fullest extent provided in Curis’ Certificate of Incorporation and Bylaws.

(b) As a material inducement for Employee to enter into this Agreement , the Releasees hereby irrevocably and unconditionally release Employee from any and all claims arising out of the Employee’s employment with or her termination of employment from Curis , to

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