EX-10.15



 Exhibit 10.15 
  





 
 SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS 

This Separation and Release Agreement (“Agreement”) is made this 30th day of
September, 2014 by and between Henry B. Lowman, Ph.D. (“Executive”) and CytomX Therapeutics, Inc. (“Company”). 

WHEREAS, Company and Executive will be separating their employment relationship, and Executive will transition from Chief Scientific Officer,
to Consultant Chief Scientific Officer, to a member of Company’s Scientific Advisory Board; 
 WHEREAS, Company has offered Executive
certain separation benefits in exchange for Executive’s commitments set forth in this agreement; 
 NOW THEREFORE, the parties agree as
follows: 
  

	 	1.	Your employment with CytomX Therapeutics, Inc. (“Company”) will terminate effective September 30, 2014 (“Termination Date”). You will be paid all accrued wages including any unused
and accrued vacation and benefits through the Termination Date in accordance with applicable law. Your health insurance benefits will terminate on September 30, 2014, unless extended pursuant to paragraph 3 below. You are not required to sign
this Separation Agreement and General Release of Claims (“Release Agreement”) to receive accrued wages and benefits. 

  

	 	2.	So long as you execute this Release Agreement and permit it to become effective, following the termination of your employment on September 30, 2014, Company agrees to engage you as the Consultant Chief Scientific
Officer (or such other consultant title as Company may deem appropriate in its sole discretion) from the business day after this Release Agreement becomes effective through December 31, 2014, and you hereby accept engagement by Company. During
this period, you will obtain direction from Company’s Chief Executive Officer or any other appointed employee of Company on projects as assigned, and be paid $25,008.33 per month to perform these services. In addition, your stock options with
Company and your restricted shares of common stock in Company (issued pursuant to your Restricted Stock Repurchase Agreement, signed on December 23, 2010), as outlined in Appendix A to this agreement, shall continue to vest as long as you serve
as the Consultant Chief Scientific Officer. Following the termination of your Scientific Advisory Board Consulting Agreement, you shall have 90 days to exercise your options. Your stock options shall otherwise continue to be governed by the terms of
the equity plans and award agreements under which they were granted. You agree to execute, and to comply with the terms and conditions of, the Consulting Agreement, which is attached as Exhibit A and incorporated by reference herein as if fully set
forth below. If you complete the full term of your engagement as the Consultant Chief Scientific Officer, from the day after this Release Agreement becomes effective through December 31, 2014, you shall be eligible to receive an annual cash
bonus, under the terms of your signed Offer of Employment, pro-rated to reflect the term of your employment during the year 2014, from January 1, 2014 through your Termination Date. In addition, Company agrees to appoint you to the Scientific



  

			
	  
 




	 	    OFFICE (650) 515-3185  |  FAX (650) 351-0353  | 
 343 Oyster Point Blvd., Suite 100  |  South San Francisco, CA 94080  |  www.cytomx.com










	 	
Advisory Board as of January 5, 2015, and you hereby accept that appointment. You agree to execute, and to comply with the terms and conditions of, the Scientific Advisory Board Consulting
Agreement, which is attached as Exhibit B and incorporated by reference herein as if fully set forth below. Company and you agree that section three of your December 23, 2010 Secured Promissory Note is hereby amended as follows


 “SECTION 3. PAYMENT OF PRINCIPAL AND INTEREST. Subject to prepayment under Section 5, below, and acceleration
under Section 6, below, the principal of and interest on this Note shall be due and payable in full on the earliest of (i) the Seventh Anniversary of the Issue Date, (ii) the sale or disposition of all or any portion of the Pledged
Shares, or (iii) the thirtieth day in which the Maker has not provided service to the Holder either as an employee or a consultant.” 

Your acceptance and non-revocation of this Release Agreement is a condition precedent to any of the Company’s obligations under this
paragraph. 
  

	 	3.	Company is offering you the opportunity to receive separation benefits to which you are not otherwise entitled by executing the general release of claims set forth in this Release Agreement. If you timely sign, date,
return this Release Agreement, and allow it to become effective, and so long as you are not in breach of your obligations under this Release Agreement, Company will provide you the following as the sole separation benefits (“Separation
Benefits”): If you make a timely election to continue health care coverage for you and, if applicable, your dependents, under the Consolidated Omnibus Budget Reconciliation Act (COBRA), you may submit for reimbursement to Company monthly
COBRA premiums you have actually paid for COBRA coverage through December 31, 2014. Thereafter, to the extent provided by the federal COBRA law or state insurance laws, and by Company’s current group health insurance policies, you will be
eligible to continue group health insurance benefits at your own expense subject to the limitations imposed by those policies and applicable law. On or after the Termination Date, you will be provided with a separate notice describing the rights and
obligations under the applicable state and/or federal insurance laws. 

  

	 	4.	You have twenty-one (21) days from today in which to consider this Release Agreement (the “Review Period”). You may not sign this Release Agreement before your Termination Date. You are advised to
consult an attorney regarding this Release Agreement. Once you sign this Release Agreement, return it to Sean McCarthy, 343 Oyster Point Blvd #100, South San Francisco, CA 94080. You may sign this Release Agreement any time after your Termination
Date and before the expiration of the Review Period, but should you do so, you waive what is remaining of the Review Period. 

  

	 	5.	You will have an additional seven (7) days after signing the Release Agreement to revoke your acceptance (the “Revocation Period”) by submitting a written statement of revocation to Sean McCarthy, 343 Oyster
Point Blvd #100, South San Francisco, CA 94080. If you do not timely revoke your acceptance during the Revocation Period, this Release Agreement will become final and effective. If you submit your signed Release Agreement or revocation by mail, your
mailing envelope must be postmarked no later than the submission deadline (unless that day is a Sunday or a holiday, in which event the period is extended to the following day there is mail service). Should you revoke this Release Agreement, then it
shall be null and void. This Release Agreement automatically becomes enforceable and effective on the eighth (8th) day after Company has received the Release Agreement signed by you, provided that there has been no timely revocation.










	 	6.	In order to receive the Separation Benefits provided pursuant to paragraph 3, you must have previously returned all of Company’s property in your possession, except that you may use Company’s laptop computer
following the Termination Date until such time as Company requests that you return the laptop computer, or the end of your consulting period under the Consulting Agreement, whichever occurs sooner. You agree that immediately after you have ceased
providing any services to Company (or earlier if so requested by the Company), you will return to Company all property that belongs to Company, including without limitation, Company’s laptop computer, copies of documents that belong to Company
and files stored on your computer(s) that contain information belonging to Company. 

  

	 	7.	The following are the terms of the general release of claims that you accept as part of this Release Agreement: 


(a) In consideration of the Separation Benefits that you are receiving as provided in paragraph 3 above, and on behalf of
yourself and your heirs, executors, administrators, successors, and assigns, you hereby waive, release, and hold harmless Company, its respective parents, subsidiaries, divisions, units, related companies, each and every past and present member,
shareholder, investor, associate, affiliate, predecessor, successor and related entities, and all of their current or former agents, officers, directors, partners, representatives, attorneys, contractors, insurance companies, administrators,
successors, assigns, current and former employees, plan administrators, insurers, and any other persons acting by, through, under, or in concert with any of the persons or entities listed in this subsection, and each of them (“Released
Parties”), from any and all claims, rights, debts, liabilities, demands, causes of action, obligations, and damages, known or unknown, suspected or unsuspected, arising as of or prior to the date of your signature to this Release Agreement,
under federal, state, local, or common law (the “Released Claims”), including but not limited to claims in any way related to your employment with the Released Parties, or the termination of your employment. The laws under which the
Released Claims may arise include, but are not limited to, the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities
Act, as amended, the Worker Adjustment and Retraining Notification Act, the Age Discrimination in Employment Act, as amended, the Older Workers Benefit Protection Act, the California Labor Code, the California Business and Professions Code, all
California Wage Orders, the California Fair Employment and Housing Act, the California Family Rights Act, and/or the laws prohibiting discrimination, harassment, and/or retaliation in any state in which you are employed, and any and all federal,
state, and local employment laws, as well as any and all common law tort or contract theories under state federal or local laws. The Released Claims also include claims of discrimination or retaliation on the basis of workers’ compensation
status, but do not include workers’ compensation claims. Nothing in this Release Agreement shall be construed to affect the Equal Employment Opportunity Commission’s (the “Commission”) or any state agency’s
independent right and responsibility to enforce the law, nor does this Release Agreement affect your right to file a charge or participate in an investigation or proceeding conducted by either the Commission or any such state agency, although this
Release Agreement does bar any claim that you might have to receive monetary damages in connection with any Commission or state agency proceeding concerning matters covered by this Release Agreement. Execution of this Release Agreement does not bar
any claim that arises hereafter, including (without limitation) a claim for breach of this Release Agreement, any claim to indemnity under section 2802 of the California Labor Code, or any other claim that by law may not be released. 







 (b) You acknowledge that you have been advised by legal counsel that you are by
this Release Agreement waiving claims pursuant to California Civil Code Section 1542 or the laws of other states similar hereto, and you expressly waive such rights as quoted below: 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS/HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 
 You hereby expressly waive any
rights you may have under any other statute or common law principles of similar effect. 
 (c) You acknowledge and
understand that the release of claims under the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. Section 621-634, is subject to special waiver protections under 29 U.S.C. Section 626(f). In accordance with that
section, you specifically agree that you are knowingly and voluntarily releasing and waiving any rights or claims of discrimination under the ADEA. In particular you acknowledge that you understand that: 

 

	 	(i)	you are not waiving any claims for age discrimination under the ADEA that may arise after the date you sign this Release Agreement and you are not waiving vested benefits, if any; 


 

	 	(ii)	you are waiving rights or claims for age discrimination under the ADEA in exchange for payment described in paragraph 3 above, which is in addition to anything of value to which you are already entitled;


  

	 	(iii)	you are advised to consult with and have had an opportunity to consult with an attorney before signing this Release Agreement. 

  

	 	8.	You acknowledge and agree that (a) you possess secret, confidential, or proprietary information or trade secrets concerning the operations, future plans, or business methods of Company and (b) you signed as a
condition of your employment with the Company, and that you continue to be bound by, the Nondisclosure and Assignment of Inventions agreement, entered into by and between Company and you as of September 2, 2010, which survives your separation
from Company, and which obligates you to keep confidential all proprietary information of Company. You agree that the Company would be severely damaged if you used or disclosed this information. 


 

	 	9.	You agree that payment of the Separation Benefits described in paragraph 3 is a benefit that Company is not required to provide to you apart from the provisions of this Release Agreement. 


 

	 	10.	 Without in any way limiting your obligations set forth in the Nondisclosure and Assignment of Inventions Agreement, the Consulting Agreement, the
Scientific Advisory Board Consulting Agreement, the December 23, 2010 Restricted Stock Repurchase Agreement, and the December 23, 2010 Secured Promissory Note, this Release Agreement sets forth the entire agreement between you and Company
regarding its subject matter and supersedes all 










	 	
other written or oral promises or representations about its subject matter. This Release Agreement may not be modified except by a writing signed by both you and an officer of Company. You
understand and agree that this Release Agreement shall not be construed at any time or for any purpose as an admission of any liability or wrongdoing by Company. 

  


	 	11.	You agree that the terms of this Release Agreement are a private matter that will not be divulged to others except to your attorneys, tax, financial, or outplacement advisors, or immediate family members, who in turn
shall not divulge its contents. If you breach this confidentiality clause, Company shall be entitled to recover appropriate and provable damages in a competent legal forum. 


 

	 	12.	This Release Agreement shall be governed by the statutes and common law of the State of California. 

  

	 	13.	If any provision of this Release Agreement or the application thereof to any person, place, or circumstance shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this
Release Agreement and such provision as applied to other person, places, and circumstances shall remain in full force and effect. 

  

	 	14.	You agree not to disparage the Release Parties in any manner likely to be harmful to Company or to any Released Party’s business or personal reputation. 


 

	 	15.	You warrant that you have not filed any lawsuits or administrative claims against any Released Party prior to signing this Release Agreement. 


 

	 	16.	This Release Agreement shall bind the heirs, personal representatives, successors, assigns, executors and administrators of each party, and inure to the benefit of each party, its heirs, successors and assigns.


 BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS RELEASE AGREEMENT, UNDERSTAND ITS TERMS AND EFFECT, AND AGREE
TO IT VOLUNTARILY. 
  

											
		 	ACCEPTED AND AGREED TO:	 		 	
						
		 	Date:	 	 9/30/2014
	 		 	Signature:	 	 /s/ Henry B. Lowman

						
		 		 		 		 	Print Name:	 	 Henry Lowman









 Appendix A 







 CytomX Therapeutics, Inc. 

Shareholder Report 
 As of
09/30/2014 
 Holder Name Contains Lowman 

SSN/Tax ID = Excluded 
  

																																			
	 Holder Details
	 	 Class of
Stock
	 	Certificate
No.	 	No. of
Shares	 	 	Effective
Date	 	 	 Issue Reason
	 	Issue Price
per Share	 	 	Shares
Vested	 	 	Vesting
Name	 	Vesting
Start Date	 	 	Date Fully
Vested	 	Legend	 	 Notes

	 Lowman, Henry B.
	 	COMMON	 	CS-32-1	 	 	4,167	  	 	 	12/23/10	  	 	NSO Exercise	 	$	0.0180	  	 	 	0	  	 		 	 	02/05/10	  	 		 		 	
		 	COMMON	 	CS-32-2	 	 	12,644	  	 	 	12/23/10	  	 	NSO Exercise	 	$	0.0180	  	 	 	0	  	 		 	 	02/05/10	  	 		 		 	
		 	COMMON	 	CS-32-3	 	 	4,002,479	  	 	 	12/23/10	  	 	ISO Exercise	 	$	0.0180	  	 	 	0	  	 		 	 	09/22/10	  	 		 		 	
		 	COMMON	 	CS-60	 	 	8,333	  	 	 	06/20/13	  	 	NSO Exercise	 	$	0.0180	  	 	 	0	  	 		 	 	02/05/10	  	 		 		 	Option exercised on 6/20/2013 but stock certificate not prepared until 4/1/2014.
		 	COMMON	 	CS-61	 	 	25,286	  	 	 	06/20/13	  	 	NSO Exercise	 	$	0.0180	  	 	 	0	  	 		 	 	02/05/10	  	 		 		 	Option exercised on 6/20/2013 but stock certificate not prepared until 4/1/2014.
		 	COMMON	 	CS-62	 	 	2,001,239	  	 	 	06/20/13	  	 	ISO Exercise	 	$	0.0180	  	 	 	0	  	 		 	 	05/03/11	  	 		 		 	Option exercised on 6/20/2013 but stock certificate not prepared until 4/1/2014.
		 	COMMON	 	CS-63	 	 	833,850	  	 	 	06/20/13	  	 	ISO Exercise	 	$	0.0180	  	 	 	0	  	 		 	 	09/14/11	  	 		 		 	Option exercised on 6/20/2013 but stock certificate not prepared until 4/1/2014.
		 		 		 	  
	  
	 	 				 		 				 	  
	  
	 	 		 				 		 		 	
		 	 Subtotal
	 		 	 	6,887,998	  	 	 	[10.97%]	  	 		 				 	 	0	  	 		 				 		 		 	
		 		 		 	  
	  
	 	 	  
	  
	 	 		 				 	  
	  
	 	 		 				 		 		 	
	 Total Outstanding Shares of COMMON
	 	 	6,887,998	  	 				 		 				 	 	0	  	 		 				 		 		 	
	 GRAND TOTAL
	 	 	6,887,998	  	 				 		 				 	 	0	  	 		 				 		 		 	
	 Total
No. of
Shareholders
	 	1	 		 				 				 		 				 				 		 				 		 		 	
													
	 Legends Key
	 		 		 				 				 		 				 				 		 				 		 		 	








 CytomX Therapeutics, Inc. 

Personnel Summary 
 As of
09/30/2014 
 Holder Name Contains lowman 

SSN/Tax ID = Excluded 
  

																																																									
	 Holder
Details
	 	Plan
Name/
Grant
Type	 	Grant
No.	 	 	Grant
Date	 	 	No. of
Shares
Granted	 	 	Exercise
Price
per
Share	 	 	Vesting
Start
Date/Key	 	Early
Exercise	 	 	Shares
Vested	 	 	Shares
Unvested	 	 	Shares
Exercised	 	 	Shares
Subject to
Repurchase	 	 	Shares
Canceled	 	 	Shares
Outstanding	 	 	Shares
Outstanding
Exercisable	 	 	Date Fully
Vested	 
	 Lowman, Henry B.
	 		 				 				 				 				 		 				 				 				 				 				 				 				 				 			
		 	2010
SIP
ISO	 	 	10-039	  	 	 	12/02/2010	  	 	 	4,002,479	  	 	$	0.0180	  	 	09/22/2010
A	 	 	Y	  	 	 	4,002,479	  	 	 	0	  	 	 	4,002,479	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	09/22/2014	  
		 	2010
SIP
ISO	 	 	10-055	  	 	 	05/03/2011	  	 	 	4,002,479	  	 	$	0.0180	  	 	05/03/2011
A	 	 	N	  	 	 	3,335,399	  	 	 	667,080	  	 	 	2,001,239	  	 	 	0	  	 	 	0	  	 	 	2,001,240	  	 	 	1,334,160	  	 	 	05/03/2015	  
		 	2010
SIP
ISO	 	 	10-060	  	 	 	09/21/2011	  	 	 	2,001,240	  	 	$	0.0180	  	 	09/14/2011
A	 	 	N	  	 	 	1,500,930	  	 	 	500,310	  	 	 	833,850	  	 	 	0	  	 	 	0	  	 	 	1,167,390	  	 	 	667,080	  	 	 	09/14/2014	  
		 	2010
SIP
NSO	 	 	10-024	  	 	 	09/22/2010	  	 	 	45,517	  	 	$	0.0180	  	 	02/05/2010
C*	 	 	N	  	 	 	45,517	  	 	 	0	  	 	 	37,930	  	 	 	0	  	 	 	0	  	 	 	7,587	  	 	 	7,587	  	 	 	02/05/2013	  
		 	2010
SIP
NSO	 	 	10-023	  	 	 	09/22/2010	  	 	 	15,000	  	 	$	0.0180	  	 	02/05/2010
C*	 	 	N	  	 	 	15,000	  	 	 	0	  	 	 	12,500	  	 	 	0	  	 	 	0	  	 	 	2,500	  	 	 	2,500	  	 	 	02/05/2013	  
		 	2010
SIP
ISO	 	 	10-080	  	 	 	02/26/2013	  	 	 	5,172,210	  	 	$	0.0150	  	 	02/26/2013
G	 	 	N	  	 	 	2,155,087	  	 	 	3,017,123	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	5,172,210	  	 	 	2,155,087	  	 	 	01/31/2017	  
											
	 Total No. of Options
	   
	 	 	15,238,925	  	 				 		 				 				 				 				 				 				 			
		 		 				 				 				 				 		 				 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 			
	 Total No. of SPRs
	   
	 	 	0	  	 				 		 				 	 	11,054,412	  	 	 	4,184,513	  	 	 	6,887,998	  	 	 	0	  	 	 	0	  	 	 	8,350,927	  	 	 	4,166,414	  	 			
		 		 				 				 	  
	  
	 	 				 		 				 				 				 				 				 				 				 				 			
	 Subtotal
	   
	 	 	15,238,925	  	 				 		 				 				 				 				 				 				 				 				 			
		 		 				 				 	  
	  
	 	 				 		 				 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 			
	 GRAND TOTAL
	   
	 	 	15,238,925	  	 				 		 				 	 	11,054,412	  	 	 	4,184,513	  	 	 	6,887,998	  	 	 	0	  	 	 	0	  	 	 	8,350,927	  	 	 	4,166,414	  	 			
	 Total No. of
Optionholders:
	 		 				 				 				 				 		 				 				 				 				 				 				 				 				 			

  

			
	Vesting Schedule Key
	 A
	  	25% @ 1yr, 1/48th monthly (2010 SIP)
	 C*
	  	Customized
	 G
	  	1/48th per month on last day (2011 SIP)

 Footnote(s): 
 The Exercise
Price(s) Per Share in this report have been rounded to 4 decimal places for display purposes, although the actual price may be up to 15 decimal places as indicated on the individual security screen.