Exhibit 10.5


 


 


 


March 3, 2021


 


Kevin Koch, Ph.D. 


c/o Edgewise Therapeutics, Inc.


 


Re: Confirmatory Employment Letter


 


Dear Dr. Koch:


 


This confirmatory
employment letter agreement (the “Agreement”) is entered into between you and Edgewise Therapeutics, Inc.
(the “Company” or “we”), effective as of the effective date of the Company’s registration
statement relating to the Company’s initial public offering (the “Effective Date”), to confirm the terms
and conditions of your employment with the Company as of the Effective Date.


 


1.            Title;
Position. You will continue to serve as the Company’s President and Chief Executive Officer. You also will continue
to report to the Company’s Board of Directors (the “Board”) and will perform the duties and responsibilities
customary for such position and such other related duties as are reasonably assigned by the Company’s Board.


 


2.            Location.
You will perform your duties from the Company’s corporate offices located in Boulder, Colorado (with the exception of the
period during which any shelter-in-place order, quarantine order, or similar work-from-home requirement affecting your ability
to work at the Company’s corporate offices remains in effect), subject to customary travel as reasonably required by the
Company and necessary to perform your job duties.


 


3.            Base
Salary. Your annual base salary is currently $442,000, but will be increased to $550,000 effective upon the Effective Date
(“Salary”), which will be payable, less any applicable withholdings, in accordance with the Company’s
normal payroll practices. Your Salary will be subject to review and adjustment from time to time by our Board or its Compensation
Committee (the “Committee”), as applicable, in its sole discretion.


 


4.            Annual
Bonus. Your current target fiscal year annual cash bonus target is 40%, but will be increased to 50% upon the Effective Date,
of your annual base salary earned during the fiscal year, based on achieving performance objectives established by the Board or
the Committee, as applicable, in its sole discretion and payable upon achievement of those objectives as determined by the Committee.
Unless determined otherwise by the Board or Committee, as applicable, (i) any such bonus will be subject to your continued
employment through and until the date of payment and (ii) any bonus for the fiscal year in which you commence employment
with the Company will be prorated based on the period during such fiscal year that you are employed with the Company. Any such
bonus amounts paid will be subject to any applicable withholdings. Your annual bonus opportunity and the applicable terms and
conditions may be adjusted from time to time by our Board or the Committee, as applicable, in its sole discretion.


 






    


     


    

 


5.            Equity
Awards. You will be eligible to receive awards of stock options or other equity awards pursuant to any plans or arrangements
the Company may have in effect from time to time. The Board or Committee, as applicable, will determine in its sole discretion
whether you will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable
plan or arrangement that may be in effect from time to time.


 


6.            Employee
Benefits. You will continue to be eligible to participate in the benefit plans and programs established by the Company for
its employees from time to time, subject to their applicable terms and conditions, including without limitation any eligibility
requirements. The Company will reimburse you for reasonable travel or other expenses incurred by you in the furtherance of or
in connection with the performance of your duties under this Agreement, pursuant to the terms of the Company’s expense reimbursement
policy as may be in effect from time to time. The Company reserves the right to modify, amend, suspend or terminate the benefit
plans, programs, and arrangements it offers to its employees at any time.


 


7.            Severance.
You will be eligible for the Company’s Executive Change in Control and Severance Plan (the “Severance Plan”).
Your Participation Agreement under the Severance Plan will specify the severance payments and benefits you could be eligible to
receive in connection with certain terminations of your employment with the Company. These protections will supersede all other
severance payments and benefits you would otherwise currently be eligible for, or would become eligible for in the future, under
any plan, program or policy that the Company may have in effect from time to time.


 


8.            Confidentiality
Agreement. As an employee of the Company, you will continue to have access to certain confidential information of the Company
and you may, during the course of your employment, develop certain information or inventions that will be the property of the
Company. To protect the interests of the Company, your acceptance of this Agreement confirms that the terms of the Company’s
Confidential Information and Invention Assignment Agreement November 17, 2017 entered into between you and the Company (the
 “Confidentiality Agreement”) still apply.


 


9.            At-Will
Employment. This Agreement does not imply any right to your continued employment for any period with the Company or any parent,
subsidiary, or affiliate of the Company. Your employment with the Company is and will continue to be at-will, as defined under
applicable law. This Agreement and any provisions under it will not interfere with or limit in any way your or the Company’s
right to terminate your employment relationship with the Company at any time, with or without cause, to the extent permitted by
applicable laws.


 


10.          Protected
Activity Not Prohibited. The Company and you acknowledge and agree that nothing in this Agreement limits or prohibits you
from filing and/or pursuing a charge or complaint with, or otherwise communicating or cooperating with or participating in any
investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the
Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration,
and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information
as permitted by law, without giving notice to, or receiving authorization from, the Company. In addition, nothing in this Agreement
is intended to limit employees’ rights to discuss the terms, wages, and working conditions of their employment, nor to deny
employees the right to disclose information pertaining to sexual harassment or any unlawful or potentially unlawful conduct, as
protected by applicable law. You further understand that you are not permitted to disclose the Company’s attorney-client
privileged communications or attorney work product. In addition, you acknowledge that the Company has provided you with notice
in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets.
The full text of the notice is attached in Appendix A.


 






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11.          Miscellaneous.
This Agreement, together with the Confidentiality Agreement, the Severance Agreement and the stock options granted to you by the
Company under its 2017 Equity Incentive Plan and the applicable award agreements thereunder, constitute the entire agreement
between you and the Company regarding the material terms and conditions of your employment, and they supersede and replace all
prior negotiations, representations or agreements between you and the Company. This Agreement will be governed by the laws of
the State of Colorado but without regard to the conflict of law provision. This Agreement may be modified only by a written agreement
signed by a duly authorized officer of the Company (other than yourself) and you.


 


[Signature page follows]


 






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To confirm the current terms and conditions
of your employment, please sign and date in the spaces indicated and return this Agreement to the undersigned.





 


	 	Sincerely,
	 	 
	 	EDGEWISE
    THERAPEUTICS, INC.
	 	 
	 	 
	 	By:	/s/
    Peter A. Thompson, MD
	 	 	Name: Peter A.
    Thompson, MD
	 	 	Title: Chairman and Co-Founder
	 	 
	 	Date: 	March 4,
    2021



 








 


Agreed to and accepted:


 


 


	/s/
    Kevin Koch 	 
	Kevin
    Koch	 
	 	 
	Date:
    	March 5,
    2021	 



 






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Appendix A





 


Section 7 of the Defend Trade Secrets
Act of 2016


 


“ . . . An individual shall not
be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is
made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney;
and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint
or other document filed in a lawsuit or other proceeding, if such filing is made under seal. . . . An individual who files a lawsuit
for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the
individual and use the trade secret information in the court proceeding, if the individual—(A) files any document containing
the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”


 






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