[System] You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format.

[User] Extract and classify the legal clause from this contract: EX-10.19 2 exhibit1019-employmentagre.htm EX-10.19 Exhibit 10.19 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “ Agreement ”), made between Neoleukin Therapeutics, Inc., a Delaware corporation (the “ Company ”), and Donna Cochener (the “Executive ” and, collectively with the Company , the “ Parties ”), is entered into as of March 4, 2022, to be ef fective as of the Ef fective Date (as deﬁned below). Whereas , the Company desires to employ Executive to provide services to the Company and wishes to provide Executive with certain compensation and beneﬁts in return for such services; and Whereas , Executive wishes to be employed by the Company and to provide services to the Company in return for certain compensation and beneﬁts. Now, Therefore , in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufﬁciency of which is hereby acknowledged, the Parties hereto agree as follows: 1. Employment by the Company . 1.1 Employment. This Agreement shall govern the terms of Executive’ s employment with the Company , effective as of the commencement of Executive’ s employment with the Company , which shall occur on March 14, 2022 (the “ Effective Date ”). 1.2 Position. Executive shall serve as the Company’ s General Counsel, SVP Legal . During the term of Executive’ s employment with the Company , Executive will devote Executive’ s best ef forts and substantially all of Executive’ s business time and attention to the business of the Company . 1.3 Duties and Location. Executive shall perform such duties as are typically performed by a General Counsel. Executive will report to the Company’ s Chief Executive Ofﬁcer . Executive’ s primary ofﬁce location shall be the Company’ s ofﬁce located in Seattle, W ashington. 1.4 Policies and Procedures. The employment relationship between the Parties shall be governed by the general employment policies and practices of the Company , except that when the terms of this Agreement dif fer from or are in conﬂict with the Company’ s general employment policies or practices, this Agreement shall control. 2. Compensation. 2.1 Salary . For services to be rendered hereunder , Executive shall receive a base salary at the rate of Three Hundred and Sixty-Five Thousand Dollars ($365,000) per year (such base salary , as may be increased (but not decreased) from time to time, the “Base Salary” ), subject to standard payroll deductions and withholdings and payable in accordance with the Company’ s regular payroll schedule.16/04/2025, 06:37 Document https://mcc.law.stanford.edu/capi/ﬁle/1030817 1/102.2 Bonus. Executive will be eligible for an annual discretionary bonus of up to 40% of Executive’ s Base Salary (the “Annual Bonus” ). Whether Executive receives an Annual Bonus for any given year , and the amount of any such Annual Bonus, will be determined by the Company’ s Board of Directors (the “Board” ) or the compensation committee thereof in its sole discretion based upon the Company’ s achievement of objectives and milestones as to 80% of the Annual Bonus and Executive’ s achievement of objectives and milestones as to 20% of the Annual Bonus, to be determined on an annual basis by the Board or the compensation committee thereof. Annual Bonuses are typically paid no later than March 15 of the year following the applicable bonus year . Executive will not be eligible for , and will not earn, any Annual Bonus (including a prorated bonus) if Executive’ s employment terminates for any reason before any Annual Bonus is paid, except as otherwise expressly provided in Section 6.3 below . 3. Standard Company Beneﬁts. Executive shall be entitled to participate in all employee beneﬁt programs for which Executive is eligible under the terms and conditions of the beneﬁt plans that may be in ef fect from time to time and provided by the Company to its employees. 4. Expenses. The Company will reimburse Executive for reasonable travel, entertainment or other expenses incurred by Executive in furtherance or in connection with the performance of Executive’ s duties hereunder , in accordance with the Company’ s expense reimbursement policy as in ef fect from time to time. 5. Equity . On the Ef fective Date, as an inducement to enter into this Agreement, the Company will grant Executive an option (the “ Stock Option ”) to purchase Four Hundred Thousand (400,000) shares of the Company’ s common stock with a per-share exercise price equal to the fair market value of a share of the Company’ s common stock on the date of grant, as determined by the Board or the compensation committee thereof. 1/4 of the shares underlying the Stock Option will vest and become exercisable on the one-year anniversary of the grant date, and 1/48 of the shares underlying the Stock Option will vest and become exercisable on a monthly basis thereafter , such that 100% of the shares underlying the Stock Option shall be vested and exercisable as of the four-year anniversary of the grant date, in each case so long as Executive remains employed by the Company through each applicable vesting date. The Stock Option will be subject to terms and conditions consistent with those provided in the Company’ s Amended and Restated 2014 Equity Incentive Plan, and will be governed in all respects by the terms of the stock option agreement to be entered into between Executive and the Company , except as speciﬁcally provided herein. Further details regarding the Stock Option will be provided to Executive upon approval of such grant by the Board. 6. Termination of Employment; Severance. 6.1 At-W ill Employment. Executive’ s employment relationship is at-will. Either Executive or the Company may terminate the employment relationship at any time, with or without Cause or advance notice. In the event Executive’ s employment relationship is terminated for any reason, Executive shall be entitled to receive Executive’ s earned but unpaid Base Salary , unreimbursed business expenses properly incurred by Executive pursuant to Section 4 and any other compensation or beneﬁt earned by or owed to (but not yet paid to) Executive through and including the date of termination, payable in a lump sum on the next regularlyt h t h t h 216/04/2025, 06:37 Document https://mcc.law.stanford.edu/capi/ﬁle/1030817 2/10scheduled payroll date following the date on which Executive’ s employment terminated, or at such other date as shall be speciﬁed under the terms of the employee beneﬁt plan pursuant to which such compensation or beneﬁt is payable. 6.2 Severance Beneﬁts for T ermination W ithout Cause or Resignation with Good Reason Unrelated to a Change of Control . In the event Executive’ s employment with the Company is terminated by the Company without Cause or Executive resigns for Good Reason prior to a Change of Control (as deﬁned below) or more than twelve (12) months following a Change of Control, provided that Executive remains in compliance with the terms of this Agreement and the Conﬁdentiality Agreement (as deﬁned below) and subject to Section 7 below , the Company or its successor , as the case may be, shall provide Executive with the following severance beneﬁts: i. The Company shall pay Executive, as severance, the equivalent of nine (9) months of Executive’ s Base Salary in ef fect as of the date of Executive’ s employment termination. This severance will be paid in the form of salary continuation, payable on the Company’ s regular payroll dates, subject to standard payroll deductions and withholdings, starting on the 60 day after Executive’ s termination date, with the ﬁrst payment to include those payments that would have occurred earlier but for the 60-day delay . ii. Provided that Executive is then eligible for and timely elects continued coverage under COBRA, the Company shall pay Executive’ s COBRA premiums to continue Executive’ s coverage (including coverage for eligible dependents, if applicable) through the period starting on Executive’ s termination date and ending on the earliest to occur of: (a) nine (9) months following Executive’ s termination date; (b) the date Executive becomes eligible for comparable group health insurance coverage through a new employer; or (c) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer ’s comparable group health plan or otherwise ceases to be eligible for COBRA during this time period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without a substantial risk of violating applicable law , the Company instead shall pay to Executive, on the ﬁrst day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month, subject to applicable tax withholdings, for the remainder of the COBRA premium period. Executive may , but is not obligated to, use such payments toward the cost of COBRA premiums. 6.3 Severance Beneﬁts for T ermination W ithout Cause or Resignation with Good Reason Related to a Change of Control . In the event Executive’ s employment with the Company is terminated by the Company without Cause or Executive resigns for Good Reason during the twelve (12) month period immediately following a Change of Control, and provided that Executive remains in compliance with the terms of this Agreement and the Conﬁdentiality Agreement and subject to Section 7 below , the Company , or its successor , as the case may be, shall provide Executive with the following severance beneﬁts: i. The Company shall pay Executive, as severance, the equivalent of twelve (12) months of Executive’ s base salary in ef fect as of the date of Executive’ s employmentt h 316/04/2025, 06:37 Document https://mcc.law.stanford.edu/capi/ﬁle/1030817 3/10termination. This severance will be paid in the form of salary continuation, payable on the Company’ s regular payroll dates, subject to standard payroll deductions and withholdings, starting on the 60 day after Executive’ s termination date, with the ﬁrst payment to include those payments that would have occurred earlier but for the 60-day delay . ii. Provided that Executive is then eligible for and timely elects continued coverage under COBRA, the Company shall pay Executive’ s COBRA premiums to continue Executive’ s coverage (including coverage for eligible dependents, if applicable) through the period starting on Executive’ s termination date and ending on the earliest to occur of: (a) twelve (12) months following Executive’ s termination date; (b) the date Executive becomes eligible for comparable group health insurance coverage through a new employer; or (c) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer ’s comparable group health plan or otherwise ceases to be eligible for COBRA during this time period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without a substantial risk of violating applicable law , the Company instead shall pay to Executive, on the ﬁrst day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month, subject to applicable tax withholdings, for the remainder of the COBRA premium period. Executive may , but is not obligated to, use such payments toward the cost of COBRA premiums. iii. The Company shall pay Executive an amount equal to 100% of Executive’ s target annual bonus, payable in a lump sum, less deductions and withholdings, at the same time as the ﬁrst severance payment described in Section 6.3(i) above. For the avoidance of doubt, the amount payable pursuant to this Section 6.3(iii) shall not be subject to proration based on the portion of the year elapsed as of the date of termination. iv. The vesting of all unvested equity-based incentive compensation awards then held by Executive shall be accelerated such that 100% of the shares underlying such awards shall be deemed immediately vested and exercisable; provided that , in the case of any unvested equity-based incentive compensation awards that are subject to performance- based vesting terms as of the date of such termination, the treatment of such performance-based vesting conditions shall be governed by the applicable equity plan and award agreement. 6.4 Termination for Cause; Resignation W ithout Good Reason; Death or Disability . i. If Executive resigns without Good Reason or the Company terminates Executive’ s employment for Cause, Executive shall not be entitled to receive any payments or beneﬁts under this Agreement, other than as set forth in Section 6.1. In addition, Executive shall resign from all positions and terminate any relationships as an employee, advisor , ofﬁcer or director with the Company and any of its afﬁliates, each ef fective on the date of termination. ii. Executive’ s employment shall terminate automatically upon the death or Total Disability of Executive. “ Total Disability ” shall mean Executive’ s inability , witht h 416/04/2025, 06:37 Document https://mcc.law.stanford.edu/capi/ﬁle/1030817 4/10reasonable accommodation, to perform the duties of her position for a period or periods aggregating ninety (90) calendar days in any period of one hundred eighty days (180) consecutive days as a result of any medically recognized physical or mental illness, loss of legal capacity or any other cause beyond Executive’ s control. Executive and the Company hereby acknowledge that Executive’ s ability to perform the duties speciﬁed in Section 1 is the essence of this Agreement. Termination hereunder shall be deemed to be ef fective (a) at the end of the calendar month in which Executive’ s death occurs or (b) immediately upon a reasonable determination by the Board or the compensation committee thereof of Executive’ s Total Disability . In the case of termination of employment under this Section 6.4(ii), Executive shall not be entitled to receive any payments or beneﬁts under this Agreement, other than as set forth in Section 6.1. 7. Conditions to Receipt of Severance Beneﬁts. The receipt of the severance beneﬁts set forth in Section 6.2 and Section 6.3 above shall be subject to Executive signing and not revoking a separation agreement and release of claims in a form reasonably satisfactory to the Company and Executive (the “ Separation Agreement ”) no later than 60 days following the date of termination. No severance beneﬁts will be paid or provided unless and until the Separation Agreement becomes ef fective and non-revocable. Executive shall also resign from all positions and terminate any relationships as an employee, advisor , ofﬁcer or director with the Company and any of its afﬁliates, each ef fective on the date of termination. 8. Section 409A. It is intended that all of the severance beneﬁts and other payments payable under this Agreement satisfy , to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ” and “Section 409A ”) provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any deﬁnitions hereunder) will be construed in a manner that complies with Section 409A. All payments and beneﬁts that are payable upon a termination of employment hereunder shall be paid or provided only upon Executive’ s “separation from service” from the Company (within the meaning of Section 409A). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’ s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly , each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of Executive’ s termination to be a “speciﬁed employee” for purposes of Section 409A(a)(2)(B)(i), and if any of the payments upon termination set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the six-month period measured from the date of Executive’ s termination with the Company , (ii) the date of Executive’ s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the ﬁrst business day following the expiration of such applicable Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Paragraph shall be paid in a lump sum to Executive, and any 516/04/2025, 06:37 Document https://mcc.law.stanford.edu/capi/ﬁle/1030817 5/10remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. 9. Section 280G . In the event that the severance and other beneﬁts provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 9, would be subject to the excise tax imposed by Section 4999 of the Code, then, Executive’ s severance and other beneﬁts under this Agreement shall be payable either (i) in full, or (ii) as to such lesser amount which would result in no portion of such severance and other beneﬁts being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Employee on an after-tax basis of the greatest amount of severance beneﬁts under this Agreement, notwithstanding that all or some portion of such severance beneﬁts may be taxable under Section 4999 of the Code. Any reduction shall be made in the following manner: ﬁrst a pro rata reduction of (i) cash payments subject to Section 409A as deferred compensation and (ii) cash payments not subject to Section 409A, and second a pro rata cancellation of (i) equity-based compensation subject to Section 409A as deferred compensation and (ii) equity-based compensation not subject to Section 409A. Reduction in either cash payments or equity compensation beneﬁts shall be made prorata between and among beneﬁts which are subject to Section 409A and beneﬁts which are exempt from Section 409A. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 9 shall be made in writing by the Company’ s independent public accountants (the “ Accountants ”), whose determination shall be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 9, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 9. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 9. 10. Deﬁnitions. 10.1 Cause. For purposes of this Agreement, “Cause” for termination will mean: (a) a material breach of any of Executive’ s obligations or duties pursuant to this Agreement or the Conﬁdentiality Agreement, which remains uncured seven days after Executive becomes aware of the breach by formal written notiﬁcation by the Company; (b) gross negligence or willful misconduct in the course of employment; (c) any action or activity that is contrary to applicable insider trading rules or any other applicable securities rules or legislation; or (d) a material act or omission involving substantial dishonesty or fraud that harms or would reasonably be expected to harm the Company . 10.2 Good Reason. For purposes of this Agreement, Executive shall have “ Good Reason ” for resignation from employment with the Company if any of the following actions are taken by the Company without Executive’ s prior written consent: (a) any material and adverse change to Executive’ s position, authority , responsibilities, or job location in ef fect under 616/04/2025, 06:37 Document https://mcc.law.stanford.edu/capi/ﬁle/1030817 6/10this Agreement; (b) any material reduction in base salary or bonus opportunity as provided under this Agreement; (c) an assignment to Executive of any duties materially inconsistent with Executive’ s status as General Counsel; or (d) any failure to secure the agreement of any successor entity to fully assume the Company’ s obligations under this Agreement. In order to resign for Good Reason, Executive must provide written notice to the Board within 60 days after the ﬁrst occurrence of the event giving rise to Good Reason setting forth the basis for Executive’ s resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 90 days after the expiration of the cure period. 10.3 Change of Control. For purposes of this Agreement, “Change of Control” means the occurrence of one or more of the following: (a) a merger , a consolidation, a reorganization or an arrangement that results in a transfer of more than ﬁfty percent (50%) of the total voting power of the Company’ s outstanding securities to a person or a group of persons different from a person or a group of persons holding those securities immediately prior to such transaction (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company); (b) a direct or indirect sale or other transfer of beneﬁcial ownership of securities of the Company possessing more than ﬁfty percent (50%) of the total combined voting power of the Company’ s outstanding securities to a person or a group of persons dif ferent from a person or a group of persons holding those securities immediately prior to such transaction (other than the Company or a person that directly or indirectly controls, is controlled by , or is under common control with, the Company); (c) a direct or indirect sale or other transfer of the right to appoint more than ﬁfty percent (50%) of the directors of the Board or otherwise directly or indirectly control the management, af fairs and business of the Company to a person or a group of persons dif ferent from a person or a group of persons holding this right immediately prior to such transaction (other than the Company or a person that directly or indirectly controls, is controlled by , or is under common control with, the Company); (d) a direct or indirect sale or other transfer of all or substantially all of the assets of the Company to a person or a group of persons dif ferent from a person or a group of persons holding those assets immediately prior to such transaction (other than the Company or a person that directly or indirectly controls, is controlled by , or is under common control with, the Company); or (e) a complete liquidation, dissolution or winding-up of the Company; provided, however , that a Change in Control will not be deemed to have occurred if such Change in Control results solely from the issuance, in connection with a bona ﬁde ﬁnancing or series of ﬁnancings by the Company , of voting securities of the Company or any rights to acquire voting securities of the Company which are convertible into voting securities. 11. Proprietary Information Obligations. As a condition of employment, Executive shall execute and abide by the Company’ s standard form of Employee Invention Assignment, Conﬁdentiality and Non-Competition Agreement (the “Conﬁdentiality Agreement” ). 12. Outside Activities During Employment. 12.1 Non-Company Business. Except with the prior written consent of the Board, Executive will not during the term of Executive’ s employment with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones 716/04/2025, 06:37 Document https://mcc.law.stanford.edu/capi/ﬁle/1030817 7/10in which Executive is a passive investor . Notwithstanding the foregoing, the Company acknowledges that Executive may serve in the following roles: as a director (including as Chairman of the Board) of Cochener Garvey Capital Partners, Inc. and its subsidiaries and afﬁliates, and as a trustee of related familial trusts. Executive may also engage in civic and not- for-proﬁt activities so long as such activities do not materially interfere with the performance of Executive’ s duties hereunder . 12. No Adverse Interests. Executive agrees not to acquire, assume or participate in, directly or indirectly , any position, investment or interest known to be adverse or antagonistic to the Company , its business or prospects, ﬁnancial or otherwise. 13. Dispute Resolution. To ensure the timely and economical resolution of disputes that may arise in connection with Executive’ s employment with the Company , Executive and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, Executive’ s employment, or the termination of Executive’ s employment, including but not limited to statutory claims, shall be resolved to the fullest extent permitted by law by ﬁnal, binding and conﬁdential arbitration, by a single arbitrator , in Seattle, W ashington conducted by JAMS, Inc. (“ JAMS ”) under the then applicable JAMS rules or by another arbitration provider if mutually agreed upon by Executive and Board. By agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. The Company acknowledges that Executive will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision, to include the arbitrator ’s essential ﬁndings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that Executive or the Company would be entitled to seek in a court of law . The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required of Executive if the dispute were decided in a court of law . Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. 14. General Provisions. 14.1 Notices. Any notices provided must be in writing and will be deemed effective upon the earlier of personal delivery (including personal delivery by email or fax) or the next day after sending by overnight carrier , to the Company at its primary ofﬁce location and to Executive at the address as listed on the Company payroll. 14.2 Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be ef fective and valid under applicable law , but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity , illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, 816/04/2025, 06:37 Document https://mcc.law.stanford.edu/capi/ﬁle/1030817 8/10construed and enforced in such jurisdiction to the extent possible in keeping with the intent of the parties. 14.3 Waiver . Any waiver of any breach of any provisions of this Agreement must be in writing to be ef fective, and it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. 14.4 Complete Agreement. This Agreement, together with the Conﬁdentiality Agreement, constitutes the entire agreement between Executive and the Company with regard to this subject matter and is the complete, ﬁnal, and exclusive embodiment of the Parties’ agreement with regard to this subject matter . This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. It is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modiﬁed or amended except in a writing signed by a duly authorized ofﬁcer of the Company . 14.5 Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party , but all of which taken together will constitute one and the same Agreement. 14.6 Headings. The headings of the paragraphs hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to af fect the meaning thereof. 14.7 Successors and Assigns. This Agreement is intended to bind and inure to the beneﬁt of and be enforceable by Executive and the Company , and their respective successors, assigns, heirs, executors and administrators, except that Executive may not assign any of his duties hereunder and he may not assign any of his rights hereunder without the written consent of the Company , which shall not be withheld unreasonably . 14.8 Tax W ithholding and Indemniﬁcation. All payments and awards contemplated or made pursuant to this Agreement will be subject to withholdings of applicable taxes in compliance with all relevant laws and regulations of all appropriate government authorities. Executive acknowledges and agrees that the Company has neither made any assurances nor any guarantees concerning the tax treatment of any payments or awards contemplated by or made pursuant to this Agreement. Executive has had the opportunity to retain a tax and ﬁnancial advisor and fully understands the tax and economic consequences of all payments and awards made pursuant to the Agreement. 14.9 Choice of Law . All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of W ashington. [Remainder of Page Intentionally Left Blank ] 916/04/2025, 06:37 Document https://mcc.law.stanford.edu/capi/ﬁle/1030817 9/10IN WITNESS WHEREOF , the Parties have executed this Agreement on the day and year ﬁrst written above. NEOLEUKIN THERAPEUTICS, INC. By: /s/ Jonathan M. Drachman Name: Jonathan M. Drachman, M.D. Title: Chief Executive Ofﬁcer DONNA M. COCHENER /s/ Donna M. Cochener16/04/2025, 06:37 Document https://mcc.law.stanford.edu/capi/ﬁle/1030817 10/10

[Assistant] {"clause_text": "The employee shall work a minimum of 50 hours per week.", "clause_type": "Working Hours", "compliance_status": "Non-Compliant", "legal_justification": "Exceeds the 45-hour weekly maximum under Sri Lankan labor law"}


[System] You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format.

[User] Extract and classify the legal clause from this contract: EX-10.1 1(4) 5 gato-2021 1231xex10d1 14.htm EXHIBIT 10.1 1(4) Exhibit 10.11.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 28, 2011, is between SUNSHINE SILVER MINES CORPORATION (the “Company’) and ROGER P. JOHNSON (the “Executive” and together with the Company, the “Parties”). WITNESSETH: WHEREAS: The Parties wish to enter into the arrangements set forth herein with respect to the terms and conditions of the Executive’s employment with the Company. NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Parties agree as follows: AGREEMENT 1. Employment and Term. The Company agrees to, and does hereby, employ the Executive, and the Executive agrees to, and does hereby accept, such employment, upon the terms and subject to the conditions set forth in this Agreement. The Executive’s employment will begin on March 9, 2011 (the “Start Date”) and continue at will, which means that the Executive or the Company may terminate the Executive’s employment at any time for any reason, or for no reason, with or without cause (the “Term”). If the Company terminates this Agreement and the Executive’s employment, the Company shall provide the Executive with notice and reason for the termination within ten (10) calendar days of the effective date of such termination. 2. Position and Duties. (a)During the Term, the Company shall employ the Executive as Chief Financial Ofﬁcer. The Executive shall perform the duties and have the responsibilities customarily associated with the position of Chief Financial Ofﬁcer, which shall include, without limitation, overseeing the ﬁnancial operations of the Company and its subsidiaries, and shall render such other services, and assume such other responsibilities, as may be directed to the Executive by the Chief Executive Ofﬁcer or such other person as may be designated by the Board of Directors of the Company. (b)The Executive shall devote his best efforts and his full business time and attention to the business and affairs of the Company. (c)The Executive acknowledges and agrees that (i) the Executive owes the Company a duty of loyalty as a ﬁduciary of the Company, and (ii) the obligations described in this Agreement are in addition to, and not in lieu of, the obligations the Executive owes the Company under the common law. 3. Base Salary, Bonus, Equity/Options, and Beneﬁts. (a)Base Salary. During the Term, the Executive’s base salary shall be $330,000.00 per annum (“Base Salary”), which salary shall be payable in regular installments in accordance with the Company’s general payroll practices. The Base Salary will be subject to review on an annual basis and may be adjusted in accordance with the procedures set forth by the Company’s Compensation Committee. (b)Payment for Forfeited Stock Options. As compensation for forgone stock options from the Executive’s prior employer, the Company shall pay the Executive a bonus of $600,000 within thirty (30)16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 1/12days of the Start Date (the “Incentive Bonus”). In the event that the Company terminates the Executive’s employment for Cause (as deﬁned in Section 4(g) below) or the Executive terminates his employment without Good Reason (as deﬁned in Section 4(g) below) prior to the ﬁrst anniversary of the Start Date, the Executive shall promptly repay the Incentive Bonus to the Company. In the event that the Company terminates the Executive’s employment for Cause or the Executive terminates his employment without Good Reason after the ﬁrst anniversary of the Start Date but prior to the second anniversary of the Start Date, the Executive shall promptly repay a prorated portion of the Incentive Bonus to the Company, with such prorated portion determined by multiplying the Incentive Bonus by a fraction, the numerator of which is the number of days that elapsed between the ﬁrst anniversary of the Start Date and the date of the Executive’s termination of employment, and the denominator of which is 365. (c)Annual Bonus. During the Term, provided that the Executive is employed by the Company on December 31 st of the applicable year, the Executive will be eligible to participate in a bonus plan pursuant to which he will be entitled to receive an annual target bonus in the amount of Sixty-seven percent (67%) of his Base Salary for the applicable year, pro-rated for any partial year (the “Target Bonus”), upon achievement by the Executive and the Company of certain targets as determined solely in the discretion of the Company’s Compensation Committee (the “Annual Bonus”). The Target Bonus, may be up to 50% lower (33%) or up to 50% higher (100%) of the Executive’s Base Salary in any given year as determined by the Company’s Compensation Committee, and the Annual Bonus actually paid, if any, will depend on the actual performance of the Company and the Executive as determined by the Compensation Committee. In all events the Annual Bonus, if earned, will be paid no later than March 15th following the applicable year for which it is earned. (d)Options. Effective as of the Start Date, the Company shall grant to the Executive an option to purchase 35,000 shares of the Company’s common stock at its per share value as of the Start Date, which is $13.825 per share (the “Initial Options”). In addition, effective as of the Start Date and as of February 1, 2012 and February 1, 2013 (provided that the Executive is still employed by the Company as of the applicable date), the Company shall grant to the Executive an option to purchase 3,600 shares of the Company’s common stock (subject to the adjustment provisions set forth in the Company’s Long-Term Incentive Plan) at a purchase price equal to the then current fair market value of the Company’s common stock (which, at the Start Date, is $13.825 per share as determined by the February 2011 sale of a portion of the Company and the outstanding shares of the Company; see Appendix I, and shall be adjusted for subsequent changes in the share capital of the Company as provided in the adjustment provisions of the Company’s Long-Term Incentive Plan) (the “Subsequent Options”). The Initial Options shall vest in two equal annual installments on the ﬁrst and second anniversaries of the Start Date, and the Subsequent Options shall vest in three equal annual installments on the ﬁrst, second and third anniversaries of the applicable grant date (each, a “Vesting Date”), provided in each case that the Executive is employed by the Company on the applicable Vesting Date. The Initial Options and the Subsequent Options (collectively, the “Stock Options”) shall have a ten-year term (subject to earlier termination upon termination of employment as described herein and in the applicable option agreement) and shall be subject to the terms and conditions of the Company’s Long-Term Incentive Plan and option agreements, all of which shall be consistent with the Executive’s rights set forth in this Section 3(d). The Executive may receive additional stock option or other equity compensation grants in the future in the sole discretion of the Company’s Compensation Committee. (e)Employee Beneﬁts. During the Term, the Executive shall be entitled to participate in the Company’s various employee beneﬁt plans that are, from time to time, made generally available to the Company’s employees, as such plans are established and pursuant to the terms and conditions of such plans. The Executive acknowledges that the Company currently has no beneﬁt plans and that the Executive’s initial responsibilities will include researching and overseeing the implementation of such plans, including the following: group health, vision and dental plan; short-term and long-term disability plan; life insurance plan; and 401(k) plan. (f)Vacation. The Executive shall be entitled to four (4) weeks paid vacation time per calendar year, pro-rated for any partial year of employment, in accordance with the Company’s vacation time policy.16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 2/12(g)Expense Reimbursement. The Executive shall receive reimbursement for direct and reasonable out-of-pocket expenses, including those related to maintenance of a license as a Certiﬁed Public Accountant, continuing professional education and membership in National and State Professional Associations, incurred by him in connection with the performance of his duties hereunder, according to the policies of the Company. All requests for reimbursement of business-related expenses shall be subject to the Company’s travel policy and requirements with respect to reporting and documentation of expenses. 4. Compensation Upon Termination, Resignation, Disability or Death. (a)Termination without Cause. If the Executive’s employment is terminated by the Company without Cause, the Company shall pay the Executive any Base Salary and Annual Bonus from the preceding calendar year to the extent accrued but unpaid as of the effective date of the Executive’s termination; accrued but unused vacation in accordance with Company policy; and all business expenses that were incurred and not reimbursed but eligible for reimbursement (collectively, the “Accrued Obligations”). In addition, the Executive will be entitled to a prorated amount of the current calendar year Annual Bonus, with such prorated portion determined by multiplying the Annual Bonus that would otherwise have been earned by a fraction, the numerator of which is the number of days that elapsed between the January 1 of the current year and the date of the Executive’s termination of employment, and the denominator of which is 365, with payment of such prorated Annual Bonus to be made at the same time as annual bonuses are made to other executives of the Company in the ordinary course (but in no event later than March 15th of the calendar year following the calendar year in which the termination occurs (the “Pro Rata Bonus”). In addition, subject to Section 19, the Company will pay the Executive an amount equal to twenty (20) months of the Executive’s Base Salary at the rate in effect on the date of termination, payable in a lump sum within sixty (60) calendar days of the date of termination. Provided the Executive timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination, during the twelve (12) month period following the date of termination, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were emolled immediately prior to the date of termination. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement. Upon termination under this Section 4(a), (i) the Initial Options, to the extent unvested, shall immediately vest, (ii) the Subsequent Options shall cease vesting and (iii) all vested Stock Options shall remain exercisable until the earlier of (x) the date one hundred eighty (180) calendar days following termination of employment or (y) the expiration of the original option term. (b)Resignation for Good Reason. If the Executive resigns for Good Reason, the Company shall pay the Executive the same sums and in the same manner, and his rights to the Stock Options shall be the same, as to which the Executive would be entitled if he had been terminated by the Company without Cause, as set forth in subsection (a) above. The Executive shall provide 30 days’ prior written notice to the Company of his decision to resign for Good Reason. (c)Termination for Cause. If the Executive’s employment is terminated by the Company for Cause, the Company shall pay the Executive the Accrued Obligations. Upon termination under this Section 4(c), any outstanding Stock Options shall cease to be exercisable and will be forfeited. (d)Resignation without Good Reason. If the Executive resigns without Good Reason, the Company shall pay the Executive the Accrued Obligations. The Executive16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 3/12shall provide 60 days’ prior written notice to the Company of his decision to resign without Good Reason. The Stock Options, to the extent exercisable at the Executive’s termination of employment, shall remain exercisable until the earlier of (i) the date thirty (30) calendar days following termination of employment under this Section 4(d) or (ii) the expiration of the original option term. (e)Disability. Subject to any state or federal law or regulation governing employees with disabilities, the Company may terminate the Executive’s employment upon the Disability of the Executive. In the event the Executive is terminated under this Section 4(e), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus. In addition, in such event, the Company shall cause Executive to fully vest in all Stock Options referred to in Section 3(d) of this Agreement, and the Stock Options shall remain exercisable until the earlier of (i) the date one (1) year following termination of employment under this Section 4(e) or (ii) the expiration of the original option term. (f)Death. If the Executive’s employment is terminated due to the Executive’s death, the Company shall pay the Executive’s estate the Accrued Obligations and the Pro Rata Bonus. In addition, in such event, the Company, shall cause Executive’s estate to fully vest in all Stock Options referred to in Section 3(d) of this Agreement, and the Stock Options shall remain exercisable until the earlier of (i) the date one (1) year following termination of employment under this Section 4(f) or (ii) the expiration of the original option term. (g)For purposes of this Agreement: (i)“Cause” means the Executive’s (a) conviction of, guilty plea to or confession of guilt of, or plea of nolo contendere to a felony, or an act involving moral turpitude which could have a material adverse effect on the Company; (b) willful dishonesty, fraud or conduct that constitutes a felony or an act involving moral turpitude or a breach of ﬁduciary duty or any material misrepresentation in connection with the Executive’s employment; (c) action that exposes the Company to a material risk of legal liability or public disgrace or disrepute including, without limitation, violation of any law, rule or regulation that could expose the Company to a material legal or monetary ﬁne or penalty; (d) neglect of his duties or substantial failure to perform duties as reasonably directed by the Chief Executive Ofﬁcer and/or Board of Directors; (e) gross negligence or willful misconduct with respect to Company affairs or the Executive’s obligations hereunder; or (f) any other material breach of this or any other agreement with the Company or any material Company policy, which breach is not cured within at least ﬁfteen (15) calendar days after receipt by the Executive of written notice from the Company of such breach, but only if such breach is able to be cured during such ﬁfteen (15) calendar day period. (ii)“Good Reason” means: (a) a material diminution in the Executive’s Base Salary, except where such reduction occurs as part of an across-the-board reduction in salary affecting all senior executives of the Company; (b) a material change in the geographic location of the Executive’s principal business ofﬁce; in order for a change to be material hereunder, the Executive’s principal business ofﬁce must be moved to a location more than ﬁfty (50) miles from the Company’s ofﬁce as of the Start Date, except for required travel on Company business; or (c) any other action or inaction by the Company that constitutes a material breach of this Agreement. The foregoing shall constitute Good Reason only if (i) the Executive provides written notice to the Company of any event(s) alleged to constitute Good Reason within ninety (90) calendar days of the initial occurrence of the event, with such notice providing a detailed description of the circumstances constituting Good Reason (a “Good Reason Notice”), (ii) any such reduction, change, or breach is not remedied or cured within ﬁfteen (15) calendar days after the Company’s receipt of a written Good Reason Notice from the Executive (the “Cure Period”) and (iii) the Executive actually terminates employment within thirty (30) calendar days following the expiration of the Cure Period. (iii)“Disability” shall mean that the Executive is disabled within the meaning of the Company’s group long-term disability insurance policy. If no long term disability insurance is in place, then Disability shall mean that the Executive, due to illness, accident, or other physical or16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 4/12mental incapacity, has been substantially unable to perform his duties under this Agreement for a period of at least six (6) consecutive months during the Term as established by the written opinion of a licensed independent physician selected by the Company. (h)Deemed Resignation. Unless otherwise agreed to in writing by the Company and the Executive prior to the termination of the Executive’s employment, any termination of the Executive’s employment shall constitute an automatic resignation of the Executive as an ofﬁcer of the Company and each afﬁliate of the Company, and an automatic resignation of the Executive from the board of directors or similar governing body of the Company or any afﬁliate of the Company and from the board of directors or similar governing body of any corporation, limited liability company or other entity in which the Company or any afﬁliate holds an equity interest and with respect to which board or similar governing body the Executive serves as the Company’s or such afﬁliate’s designee or other representative. (i)Clawback. The Executive agrees and acknowledges that any and all compensation the Executive receives pursuant to this Agreement shall be subject to clawback by the Company in the event of a ﬁnancial restatement or in such other circumstances as may be required by applicable law or as may be provided in any clawback policy that is adopted by the Company and is generally applicable to senior executives of the Company. 5. Conﬁdentiality and Non-Solicitation. (a)For purposes of this Agreement, “Conﬁdential Information” means (i) communications, data, formulae and related concepts, business plans (both current and under development), proﬁt and loss statements, spreadsheets, contact or distribution lists, non-public personnel lists, promotion and marketing programs, trade secrets, or any other conﬁdential or proprietary business information relating to development programs, costs, revenues, marketing, trading, investments, sales activities, promotions, credit and ﬁnancial data, ﬁnancing methods, research, plans or the business and affairs of the Company; (ii) any other information which is to be treated as conﬁdential or non-public because of any duty of conﬁdentiality owed by the Company to a third party; and (iii) any other information which the Company shall, in the ordinary course, use and not release externally, except subject to restrictions on use and disclosure. Notwithstanding the foregoing, Conﬁdential Information does not include information that (A) is or becomes generally publicly available other than as a result, directly or indirectly, of the Executive’s disclosure or (B) is or becomes available to the Executive on a non - conﬁdential basis from a source other than through the Company or its representatives, provided that such source is not bound by a conﬁdentiality agreement with the Company or otherwise prohibited from transmitting the information to the Executive by a contractual or legal obligation. (b)The Executive acknowledges the trade secret status of the Conﬁdential Information and that the Conﬁdential Information constitutes a protectable business interest of the Company. The Executive agrees (i) not to use or allow or help another to use or access (whether for compensation or not) any Conﬁdential Information for himself or others (other than the Company); and (ii) not to take any Company material or reproductions (including but not limited to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer programs or disks) thereof from the Company’s ofﬁces at any time during or after the Executive’s employment by the Company, except as required in the execution of the Executive’s duties to the Company and then conditioned upon the prompt return of all originals and reproductions thereof (in whatever form). (c)During the Term and for a period of one (1) year thereafter, the Executive shall not, directly or indirectly, on behalf of himself or any other person or entity, without the prior written consent of the Company solicit or induce any employee of or consultant or service provider to the16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 5/12Company (each, a “Service Provider”) to leave the employ of or cease performing services for the Company, or engage in any plan or coordinate with any Service Provider to leave the employ of or cease performing services for the Company, or hire, participate with or attempt to participate with in any venture for any purpose any Service Provider or any Service Provider who has left the employment of or ceased to perform services for the Company within one year of the termination of such Service Provider’s services for the Company. (d)The Executive acknowledges that any breach of his obligations under this Section 5 cannot be adequately compensated by damages in an action at law and may cause the Company great and irreparable injury and damage. Accordingly, in the event that the Executive breaches or threatens to breach any provisions of this Section 5, then in addition to any other rights which the Company may have, the Company shall be entitled, without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond or other security with respect thereto, to the remedies of injunction, speciﬁc performance and other equitable relief to redress any breach, and no proof of special damages shall be necessary for the enforcement of or for any action for breach of the Executive’s obligations. In the event that a proceeding is brought in equity to enforce the provisions of this Section 5, the Executive shall not urge as a defense that there is an adequate remedy at law nor shall the Company be prevented from seeking any other remedies which may be available. Nothing contained in this Section 5(d) shall be construed as a waiver by the Company of any other rights, including, without limitation, rights to damages or proﬁts. (e)The Executive agrees that the period during which the covenants contained in this Section 5 shall be effective shall be computed by excluding from such computation any time during which the Executive is in violation of any provision of this Section 5. (f)The Company and the Executive agree that it was their intent to enter into a valid and enforceable agreement. The Executive and the Company thereby acknowledge the reasonableness of the restrictions set forth in this Section 5, including the reasonableness of the duration as to time and the scope of activity restrained. The Executive agrees that if any covenant contained in Section 5 of this Agreement is found by a court of competent jurisdiction to contain limitations as to time or scope of activity that are not reasonable and impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, then the court shall reform the covenant to the extent necessary to cause the limitations contained in the covenant as to time and scope of activity to be restrained to be reasonable and to impose a restraint that is not greater than necessary to protect the goodwill and other business interests of the Company and to enforce the covenants as reformed. (g)If the Executive’s employment with the Company is terminated for any reason, the Executive agrees to advise the Company of the name of the Executive’s new employer. The Executive further agrees that the Company may notify any person or entity employing the Executive or evidencing an intention of employing the Executive of the existence and provisions of this Agreement. 6. The Executive’s Representations. The Executive represents to the Company that: (a)the execution, delivery and performance of this Agreement by the Executive do not and shall not conﬂict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Executive is a party or by which he is bound; (b)upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of the Executive, enforceable against him in accordance with its terms; (c)as of the Start Date, the Executive will not be a party to any agreement with any person, other than an agreement with the Company, restricting the use of another person’s conﬁdential16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 6/12information or restricting the Executive from providing future employment, consulting or other service; (d)no prior or pending litigation, arbitration, investigation or other proceeding of any kind will prevent or hinder the Executive from performing his duties under this Agreement; and (e)the Executive has consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein. 7. Change in Control. (a)Deﬁnitions. (i)For purposes of this Section 7, “Change in Control” means (I) any merger or consolidation of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, own less than a controlling interest in the surviving entity immediately after such consolidation, merger or reorganization; (II) any transaction or series of related transactions in which control of the Company is acquired by a person or group of persons acting together which would constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended or any successor provisions thereto; or (III) a sale or other disposition of all or substantially all of the assets of the Company; provided that in no event will a Change in Control include any of the following transactions: (A) any consolidation, merger or similar transaction effected exclusively to change the domicile of the Company; (B) any transaction or series of transactions in which voting securities of the Company are issued principally for bona ﬁde ﬁnancing purposes or any successor or indebtedness or equity securities of the Company are cancelled or converted or a combination thereof, including, without limitation, an initial public offering or other offering of the Company’s capital stock; (C) any acquisition of such voting power by an individual or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Company; or (D) any transaction where control of the Company, the surviving parent entity or the entity to which all or substantially all of the Company’s assets are transferred in the transaction or series of transactions is controlled directly or indirectly by one or more Kaplan Parties. (ii)“Kaplan Party” means (a) Thomas S. Kaplan or Dafna Recanati Kaplan; (b) any spouse, parent, sibling or descendant (including by adoption) of either of the persons referred to in clause (a) above; (c) any trust created for the beneﬁt of any of the persons described in clauses (a) or (b) above or any trust for the beneﬁt of such trust; or (d) any person controlled by one or more of the persons referred to in clauses (a), (b) or (c) above. (iii)“Control” (including its correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) means, with respect to any person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the beneﬁcial ownership of voting securities, by contract or otherwise. (b)Change in Control Severance Beneﬁts. If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 7/12COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and beneﬁts for which the Executive is eligible under such sections. (c)Termination Preceding Change in Control. Notwithstanding the provisions of the above subsection 7(b), if the Executive’s employment with the Company is terminated by the Company without Cause within three (3) months preceding the occurrence of a Change in Control and such termination without Cause occurred in anticipation of a Change in Control at the request of the acquirer, the Executive shall be entitled to the payments and beneﬁts described in the above subsection 7(b)(I). 8. Taxes. The Company shall be entitled to withhold from any payment or beneﬁt provided under this Agreement an amount sufﬁcient to satisfy all federal, state and local income and employment tax withholding requirements. 9. Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, sent by reputable overnight courier service or mailed by ﬁrst class mail, return receipt requested, to the recipient at the address below indicated: Notices to the Executive: Roger P. Johnson [***] [***] Notices to the Company: Sunshine Silver Mines Corporation c/o Tigris Financial Group Ltd. 535 Madison Avenue, 11th Floor New York, New York 10022 Attention: Andrew M. Shapiro, Esq. or such other address or to the attention of such other person as the recipient party shall have speciﬁed by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered, sent or mailed. 10. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any action in any other jurisdiction, but this Agreement shall be reformed construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 8/1211. Complete Agreement. This Agreement, together with the agreements referred to herein in Section 3(d), contains the entire agreement of the Parties hereto with respect to the terms and conditions of the Executive’s employment with the Company and activities following termination. This Agreement supersedes any and all prior agreements and understandings, whether written or oral, between the Parties with respect to the terms and conditions of the Executive’s employment with the Company and activities following termination. This Agreement may not be changed or modiﬁed except by an instrument in writing, signed by the Executive and a duly authorized ofﬁcer of the Company. 12. Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. 13. Successors and Assigns. This Agreement is intended to bind and inure to the beneﬁt of and be enforceable by the Executive, the Company and their respective heirs, personal representatives, executors and administrators, successors and assigns, except that the Executive may not assign his rights or delegate his duties or obligations hereunder without the prior written consent of the Company. 14. Choice of Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of New York and the federal laws of the United States of America, without giving effect to any choice of law or conﬂict of law rules or provisions that would cause the application of the laws of any jurisdiction other than the State of New York and the federal laws of the United States of America. 15. Dispute Resolution and Arbitration. Subject to Section 5(d), the Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation. If the matter has not been resolved within thirty (30) calendar days of a Party’s request for negotiation, either Party may initiate proceedings or arbitration only as provided herein. Subject to Section 5(d), if any dispute arising out of or relating to this Agreement or the breach, termination or validity thereof has not been resolved by negotiation, such dispute shall be settled by binding arbitration in accordance with the then current rules of JAMS by a single independent and impartial arbitrator who is located in Denver, Colorado. The arbitrator selected must have an expertise in the matter(s) in dispute. Each party shall bear his/its own fees and costs; the fees, costs and all administrative expenses of arbitration shall be borne equally by the Company and the Executive. The Parties understand and agree that the arbitration is subject to the rules of JAMS; that the arbitrator’s decision and award shall be ﬁnal and binding as to all claims that were, or could have been, raised in arbitration; and that judgment upon the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any award rendered hereunder may include an award of attorneys’ fees and costs but shall not include punitive damages. The statute of limitations of the state of New York applicable to the commencement of a lawsuit shall apply to the commencement of an arbitration. 16. Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and the Executive, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement. 17. Survival. In the event of the Executive’s termination of, or resignation from, employment,16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 9/12Sections 4, 5, 8, 9, 10, 13, 14, 15 and 16 shall survive and continue in full force to the extent necessary to enforce their terms. 18. Jobs Act Compliance. (a)This Agreement is intended to provide payments that are exempt from or compliant with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and related regulations and Treasury pronouncements (“Section 409A”), and the Agreement shall be interpreted accordingly. Each payment under this Agreement is intended to be excepted from Section 409A, including, but not limited to, by compliance with the short-term deferral exception as speciﬁed in Treasury Regulation § 1.409A-l(b)(4), and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). (b)All reimbursements or provision of in-kind beneﬁts pursuant to this Agreement shall be made in accordance with Treasury Regulation § l.409A-3(i)(l)(iv) such that the reimbursement or provision will be deemed payable at a speciﬁed time or on a ﬁxed schedule relative to a permissible payment event. Speciﬁcally, the amount reimbursed or in-kind beneﬁts provided under this Agreement during the Executive’s taxable year may not affect the amounts reimbursed or provided in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement or provision of in-kind beneﬁt is not subject to liquidation or exchange for another beneﬁt. (c)For all purposes of this Agreement, the Executive shall be considered to have terminated employment with the Company when the Executive incurs a “separation from service” with the Company within the meaning of Code Section 409A(a)(2)(A)(i). (d)Notwithstanding any provision of this Agreement to the contrary, the parties agree that any beneﬁt or beneﬁts under this Agreement that the Company determines are subject to the suspension period under Code Section 409A(a)(2)(B) shall not be paid or commence until the ﬁrst business day next following the earlier of (i) the date that is six months and one day following the date of the Executive’s termination of employment, (ii) the date of the Executive’s death or (iii) such earlier date as complies with the requirements of Section 409A. 19. Release. Any and all amounts payable and beneﬁts or additional rights provided pursuant to Sections 4 and 7, other than (i) compensation accrued but unpaid as of the effective date of the Executive’s termination; (ii) accrued but unused vacation in accordance with Company policy; and (iii) all business expenses that were incurred but not reimbursed, shall only be payable if the Executive executes and delivers to the Company, within 60 days after termination of employment, in the Company’s standard form, a general release of all claims of the Executive up to the date of such release.16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 10/12IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date ﬁrst written above. SUNSHINE SILVER MINES CORPORATION By:/s/ Michael Williams Name: Michael Williams Title: President /s/ Roger Johnson ROGER P. JOHNSON – the Executive16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 11/12Appendix I Based on the transaction: Valuation: a) Financing/ Cash infusion $115,000,000 (for~15%): $766,500,000 b) SSM valuation Price per share: a/b=c a) SSM Value based on contemplated merger $766,500,000 b) Post merger Shares and options Outstanding 55,443,038 c) Share Price $13.82516/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 12/12

[Assistant] {"clause_text": "The employee is not entitled to overtime compensation.", "clause_type": "Overtime", "compliance_status": "Non-Compliant", "legal_justification": "Violates overtime compensation requirements"}