Exhibit
10.1


 


SECOND AMENDED AND RESTATED
EMPLOYMENT AGREEMENT


 


This
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of August 1,
2021 (the “Effective Date”), by and between Michael J. Morin, Ph.D. (“Executive”)
and Immunome, Inc. (the “Company”).


 


Executive
is employed by the Company as its Executive Vice President and Chief Scientific Officer pursuant to an amended and restated employment
agreement with the Company effective on October 6, 2020 (the “Prior Agreement”).


 


The
Company and Executive have mutually agreed to amend certain terms governing the employment of Executive and, in
connection therewith, to compensate Executive for Executive’s personal services to the Company as stated below; and


 


Executive
wishes to continue to be employed by the Company and provide personal services to the Company in return for certain compensation, all
on the basis specified below.


 


Accordingly,
in consideration of the mutual promises and covenants contained herein, the parties agree to the following:


 


		1.	EMPLOYMENT
                                            BY THE COMPANY.



 


1.1            
At-Will Employment. Executive
shall continue to be employed by the Company on an “at-will” basis, meaning
either the Company or Executive may terminate Executive’s employment at any time, with
or without Cause (as defined in Section 6.2(e) below), Good Reason
(as defined in Section 6.2(d) below), or advance notice. Any contrary
representations that may have been made to Executive shall be superseded by this Agreement. This Agreement shall constitute the full
and complete agreement between Executive and the Company on the “at-will” nature of Executive’s employment with the
Company, which may be changed only in an express written agreement signed by Executive and a duly authorized officer of the Company.
Executive’s rights to any compensation following a termination shall be only as set forth in Section 6 or under any applicable
benefit or equity plan.


 


1.2            
Position. Subject to the terms set forth in
this Agreement, including Section 1.1, the Company agrees to continue to employ Executive and Executive hereby accepts such continued
employment. In addition, Executive shall have the title of Chief Scientist. Executive will work the equivalent of 25% of a full-time
schedule, which typically will equate to five (5) days per month devoted to Executive’s work for the Company (the “Part-Time
Schedule”). During the schedule established by the Company and the Executive in accordance with Executive’s
Part-Time Schedule, and excluding periods of paid time off to which Executive is entitled under applicable law, Executive shall devote
all business time and attention to the affairs of the Company necessary to discharge the responsibilities assigned hereunder, and shall
use commercially reasonable efforts to perform faithfully and efficiently such responsibilities.


 


1.3            
Duties. Executive
will report to the Chief Development Officer and will render the services listed on Exhibit A and such additional business and professional
services’, consistent with Executive’s position as Chief Scientist, as shall reasonably
be assigned to him, subject to the oversight and direction of the Chief Development Officer.





 






     


     


    

 


1.4             
Location. Executive shall perform
Executive’s duties under this Agreement principally out of his home office. However, Executive shall from time to time as mutually
agreed by Executive and the Company work out of the Company’s corporate headquarters in Exton, Pennsylvania. In addition, Executive
shall make such business trips to such places as may be reasonably necessary or advisable for the efficient operations of the Company
and the implementation of its strategic plans.


 


1.5             
Company Policies and Benefits.
The employment relationship between the parties shall continue to be subject to the Company’s
written personnel policies and procedures as they may be adopted, revised, or deleted from time to time in the Company’s sole discretion
. Executive shall be expected to continue to comply with all applicable
laws, regulations, rules, directives and other legal requirements of federal, state and other governmental and regulatory bodies having
jurisdiction over the Company and of the professional bodies of which the Company is a member. During Executive’s employment with
the Company, Executive continues to be required to maintain in good standing any licenses and certifications necessary for the performance
of Executive’s duties for the Company. Executive will continue to be eligible to participate on the same basis as similarly- situated
employees in the Company’s benefit plans in effect from time to time during Executive’s employment, subject, however, to
any additional eligibility limitations that may result from Executive’s part-time status as a result of this Agreement. Subject
to the preceding sentence, the Company reserves the right to change, alter, or terminate any benefit plan in its sole discretion. All
matters of eligibility for coverage or benefits under any benefit plan shall be determined in accordance with the provisions of such
plan. Notwithstanding the foregoing, in the event that the terms of this Agreement differ from or are in conflict with the Company’s
general employment policies or practices, this Agreement shall control.


 


		2.	COMPENSATION.



 


2.1             
Salary. Commencing on the Effective Date, Executive shall receive an
annualized base salary of $60,000, subject to review and adjustment from time to time by the Company in its sole discretion, payable
subject to standard federal and state payroll withholding requirements in accordance with the Company’s standard payroll practices
(the “Base Salary”).


 


		2.2	Bonus.



 


(a)             
During Employment. Executive’s
service as Chief Scientific Officer of the Company from January 1, 2021 through July 31, 2021 (the “Prior Period”)
is hereby acknowledged. Accordingly, Executive shall be eligible to receive a performance bonus (the “Prior Period Bonus”)
with a target of up to 40% (the “Target Percentage”) of Executive’s annual base salary immediately prior
to the date of this Agreement; provided, that any amount of the Prior Period Bonus shall be pro rated for the Prior Period, so as to
take into account only the portion of calendar year 2021 during which Executive served as Chief Scientific Officer of the Company (i.e.,
58.33%, or seven out of 12 months). In addition, whether, and to what extent, the Prior Period Bonus will be earned will be based upon
the assessment of the Board of Directors of the Company (the “Board”) (or
a committee thereof) of both Executive’s individual performance during the Prior Period and the Company’s attainment of targeted
goals (as set by the Company and confirmed by the Board) over calendar year 2021. The Prior Period Bonus, if any, will be subject to
applicable payroll deductions and withholdings. No amount of any Prior Period Bonus is guaranteed at any time, and Executive must be
an employee in good standing through the date the Prior Period Bonus is paid to be eligible to receive a Prior Period Bonus.
Any Prior Period Bonus, if awarded, will be paid at the same time annual bonuses are generally paid
to other similarly-situated employees of the Company.
Executive’s eligibility for a Prior Period Bonus is subject to change in the discretion of
the Board (or any authorized committee thereof). Executive acknowledges that the Prior Period Bonus opportunity is in lieu of any bonus
opportunity contemplated by the Original Agreement.


 






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(b)             
Upon Termination .
In the event Executive leaves the employ of the Company for
any reason prior to the date that any Prior Period Bonus is paid, Executive is not eligible to earn such Prior Period Bonus, prorated
or otherwise.


 


2.3             
Company Equity Awards.
For the avoidance of doubt, vesting of any and all unvested equity awards shall
continue in accordance with the terms of the respective grant agreements, and the termination of the Prior Agreement and execution and
delivery of this Agreement shall not, in and of itself, constitute a termination of service under such grant agreements.


 


		2.4	Expense
                                            Reimbursement.



 


(a)              
Generally.
The Company will reimburse Executive for reasonable business expenses in accordance with the
Company’s standard expense reimbursement policy.


 


(b)             
Travel and Lodging Expenses. The
Company will pay directly or reimburse Executive’s reasonable out-of-pocket costs of commuting to Exton, Pennsylvania from Salisbury,
Massachusetts (to the extent that such expenses are reasonably documented and submitted to the Company for reimbursement promptly after
they are incurred). Such expenses will include,
without limitation, reasonable, out of pocket costs for coach airfare, hotel/temporary accommodation
(or accommodation in the Company’s corporate apartment), and car rental/other transportation.


 


(c)              
Payment. With respect to any such reimbursements
hereunder: (a) any such reimbursements will be paid no later than December 31 of the year following the year in which the expense was
incurred, (b) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year,
(c) the right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit,
and (d) the Company shall have the right to deduct from all payments hereunder any taxes required
by law to be withheld with respect to any such reimbursement payments.


 


3.                    CONFIDENTIAL
INFORMATION, INVENTIONS, NON-SOLICITATION AND NON- COMPETITION OBLIGATIONS. In connection
with Executive’s continued employment with the Company, Executive will continue to receive and continue to have access to the Company’s
confidential information and trade secrets. Accordingly, and
in consideration of the benefits that Executive is eligible to receive under this Agreement, Executive agrees to sign the Company’s
Employee Confidential Information and Inventions Assignment Agreement (the “Confidential Information Agreement’), attached
as Exhibit B, which contains certain confidentiality, non- disclosure, non-solicitation
and non-competition obligations, among other obligations. The Confidential Information
Agreement contains provisions that are intended by the parties to survive and do survive termination or expiration of this Agreement
and will supersede, prospectively only, the agreement that Executive previously signed relating to the same subject matter.


 






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4.                    
OUTSIDE ACTIVITIES. Except with the prior written consent of the Board, Executive will not, while employed by
the Company, undertake or engage in any other employment, occupation, or
business enterprise except for (i) reasonable time devoted to volunteer services for or on behalf of such religious, educational, non-profit,
and/or other charitable organization as Executive may wish to serve, (ii) reasonable time devoted to activities in the non-profit and
business communities consistent with Executive’s position with the Company, (iii) fulfilling speaking engagements and teaching
activities, and (iv) such other activities as may be specifically approved by the Board, to include those listed on Exhibit C,
in the cases of (i)-(iv), so long as such activities do not materially interfere or conflict with the performance of Executive’s
duties and responsibilities under this Agreement. This restriction shall not, however, preclude Executive from (x) owning less than one
percent (1%) of the total outstanding shares of a publicly-traded company, (y) managing Executive’s passive personal investments,
or (z) employment or service in any capacity with Affiliates of the Company. As used in this Agreement, “Affiliates”
means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined
in Rule 405 of the Securities Act of 1933, as amended. The Board will have the authority to determine the time or times at which “parent”
or “subsidiary” status is determined within the foregoing definition .


 


5.                    
No CONFLICT WITH EXISTING OBLIGATIONS. Executive
represents that Executive’s performance of all the terms of this Agreement and continued service as an employee of the Company
do not and will not breach any agreement or obligation of any kind made prior to Executive’s employment by the Company, including
agreements or obligations Executive may have with prior employers or entities for which Executive has provided services.
Executive has not entered into, and Executive agrees that Executive will not enter into, any agreement
or obligation, either written or oral, in conflict herewith or with Executive’s duties to the Company.


 


6.                    
TERMINATION OF EMPLOYMENT. The parties acknowledge that Executive’s employment relationship with the Company
continues to be at-will. Either Executive or the Company may terminate the employment relationship at any time, with or without Cause
(as defined below) or advance notice. The provisions in this Section govern the amount of compensation, if any, to be provided to Executive
upon termination of employment and do not alter this at-will status.


 


		6.1	Termination
                                            by Virtue of Death or Disability of Executive.



 


(a)             
In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder and Executive’s
employment shall terminate immediately, and the Company shall, pursuant to the Company’s standard payroll policies and applicable
law, pay to Executive’s legal representatives the Accrued Obligations (as defined in Section 6.2(c) below) due to Executive.


 






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(b)             
Subject to applicable state and federal law, the Company shall at all times have the right, upon
written notice to Executive, to terminate this Agreement based on Executive’s Disability (as defined below).
Termination by the Company of Executive’s employment based
on “Disability” shall mean termination because Executive is unable due to a physical or mental condition to
perform the essential functions of Executive’s position with or without reasonable accommodation for six (6) months in the aggregate
during any twelve (12) month period or based on the written certification by two licensed physicians of the likely continuation of such
condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the
Family and Medical Leave Act, and other applicable law. In the event Executive’s employment is terminated based on Executive’s
Disability, Executive will be entitled to the Accrued Obligations due to Executive.


 


(c)              
In the event Executive’s employment is terminated based on Executive’s death or Disability, Executive will not
receive the CIC Acceleration (as defined below), or any other severance compensation or benefit, except that the Company will provide
the Accrued Obligations (as stated in Sections 6.l(a) and 6. l(b )).


 


		6.2	Termination
                                            by the Company or Resignation by Executive.



 


(a)              
The Company shall have the right to terminate Executive’s employment pursuant to this
Section 6.2 at any time (subject to any applicable cure period stated in Section 6.2(e)) with or without Cause or advance notice, by
giving notice as described in Section 7.1 of this Agreement. Likewise, Executive can resign from employment with or without Good Reason,
by giving notice as described in Section 7.1 of this Agreement. Executive hereby agrees to comply with the additional notice requirements
set forth in Section 6.2(d) below for any resignation for Good Reason. If Executive is terminated by the Company (with or without Cause)
or resigns from employment with the Company (with or without Good Reason), then Executive shall be entitled to the Accrued Obligations
(as defined below). In addition, if Executive is terminated without
Cause or resigns for Good Reason, in either case, within three (3) months prior to or within twelve (12) months following the effective
date of a Change in Control (as defined in the Company’s 2020 Equity Incentive Plan, as may be amended from time to time) (such
period, the “Change in Control Measurement Period”‘), and provided that such termination constitutes
a “separation from service” (as defined under Treasury Regulation Section 1.409A-l(h), without regard to any alternative
definition thereunder, a “Separation from Service”), and further provided that Executive executes and allows
to become effective a separation agreement that includes, among other terms, a generalrelease of claims in favor of the Company and its
Affiliates and representatives, in the form presented by the Company (the “Separation Agreement’), which will
include a non-competition clause, and subject to Section 6.2(b), then, effective as of Executive’s termination date or, if later,
the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior
to the termination date (if any) shall be accelerated in full (the “CIC Acceleration”).


 


(b)             
Executive shall not receive the CIC Acceleration pursuant to Section 6.2(a) unless Executive executes the Separation Agreement
within the consideration period specified therein, which shall in no event be more than forty-five (45) days, and until the Separation
Agreement becomes effective and can no longer be revoked by Executive under its terms. Executive’s ability to receive the CIC Acceleration
pursuant to Section 6.2(a) is further conditioned upon Executive: (i) returning all Company property; (ii) complying with Executive’s
post- termination obligations under this Agreement and the Confidential Information Agreement;


 






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		(iii)	complying
                                            with the Separation Agreement, including without limitation any non-disparagement and
                                            confidentiality prov1s10ns contained therein; and (iv) resignation from any other positions
                                            Executive holds with the Company, effective no later than Executive’s date of
                                            termination (or such other date as requested by the Board).




 


(c)            
For purposes of this Agreement, “Accrued
Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination,
(ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement
policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive
was a participant in accordance with applicable law and the provisions of such plan.


 


(d)           
For purposes of this Agreement, “Good Reason” means
any of the following actions taken by the Company without Executive’s express prior written consent: (i) a material reduction by
the Company of Executive’s Base Salary (other than in a broad based reduction similarly affecting all other similarly situated
employees’); or (ii) a material reduction in Executive’s duties, authority, or responsibilities for the Company relative
to Executive’s duties, authority, or responsibilities in effect immediately prior to such reduction, provided, however, that neither
the conversion of the Company to a subsidiary, division or unit of an acquiring entity in connection with a change in control, nor a
change in title or Executive’s reporting relationships will be deemed a “material reduction” in and of itself; provided,
however, that, any such termination by Executive shall only be deemed for Good Reason pursuant to this definition if: (1) Executive gives
the Company written notice of his intent to terminate for Good Reason within thirty (30) days following the first occurrence of the condition(s)
that he believes constitute(s) Good Reason, which notice shall describe such condition(s); (2) the Company fails toremedy such condition(s)
within thirty (30) days following receipt of the written notice (the “Cure Period”); (3)
the Company has not, prior to receiving such notice from Executive, already informed Executive that his employment with the Company is
being terminated; and (4) Executive voluntarily terminates his employment within thirty (30) days following the end of the Cure Period.
Executive acknowledges that the changes in the terms of his employment contained in this Agreement, relative to the terms of his employment
contained in the Prior Agreement, do not constitute Good Reason under the Prior Agreement, this Agreement or otherwise.


 


(e)              
For purposes of this Agreement, “Cause” for
termination shall mean that Executive has engaged in any of the following: (i) a material breach of any covenant or condition under this
Agreement or any other material agreement between the parties; (ii) any act constituting dishonesty, fraud, immoral or disreputable conduct;
(iii) any conduct which constitutes a felony under applicable law; (iv) material violation of any Company policy; (v) refusal to follow
or implement a clear, lawful and reasonable directive of Company; (vi) gross negligence or incompetence in the performance of Executive’s
duties after the expiration of ten (10) days without cure after written notice of such failure; or (vii) breach of fiduciary duty to
the Company.


 


(f)               
The CIC Acceleration provided to Executive pursuant to this Section 6.2 is in lieu of, and not in addition to, any benefits
to which Executive may otherwise be entitled under any Company severance plan, policy, or program.


 


(g)              
Any damages caused by the termination of Executive’s employment without Cause in connection
with a Change in Control would be difficult to ascertain; therefore, the CIC Acceleration for which Executive is eligible pursuant
to Section 6.2(a) above in exchange for the Separation Agreement is agreed to by the parties as liquidated damages, to serve as full
compensation, and not a penalty.





 






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(h)             
If the Company terminates Executive’s employment without Cause or Executive resigns
for Good Reason outside of the CIC Measurement Period, the Company terminates Executive for Cause at any time, or Executive resigns from
employment without Good Reason at any time, then Executive shall be entitled to the Accrued Obligations, but Executive will not receive
the CIC Acceleration, or any other severance compensation or benefit.


 


6.3         Cooperation
With the Company After Termination of Employment. Following
termination of Executive’s employment for any reason, Executive shall reasonably cooperate with the Company in all matters relating
to the winding up of Executive’s pending work including, but not limited to, any litigation in which the Company is involved, and
the orderly transfer of any such pending work to such other executives as may be designated by the Company.


 


6.4          Effect
of Termination. Executive agrees that should Executive’s employment be terminated for any reason, Executive shall be deemed
to have resigned from any and all positions with the Company, and all positions with any and all subsidiaries and Affiliates of the Company.


 


		6.5	Application
                                            of Section 409A.



 


(a)             
It is intended that all of the compensation payable under this Agreement, to the greatest extent
possible, either complies with the requirements of Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect
(collectively, “Section 409A”) or satisfies one or more of the exemptions from the application of Section 409A,
and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions
and payment terms.


 


(b)             
No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation
from Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section l .409A- 2(b)(2)(iii)),
Executive’s right to receive any installment payments under this Agreement (whether severance payments 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.


 


(c)             
To the extent that any severance payments are deferred compensation under Section 409A, and are
not otherwise exempt from the application of Section 409A, then, to the extent required to comply with Section 409A, if the period during
which Executive may consider and sign the Separation Agreement spans two calendar years, the severance payments will not begin until
the second calendar year. If the
Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section
409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the
Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence
of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to
occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s
death, the Company will: (i)
pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement
of the payment of the severance benefits had not been delayed pursuant to this Section 6.6(c); and (ii) commence paying the balance of
the severance benefits in accordance with the applicable
payment schedule set forth in Sections 6.2 and 6.3. No interest
shall be due on any amounts deferred pursuant to this Section 6.6(c)
.


 






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(d)             
To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A,
amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the
year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive)
during any one year may not effect amounts reimbursable or provided in any subsequent year. The
Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section
409A and makes no undertaking to preclude Section 409A from applying to any such payment.


 


		6.6	Excise
                                            Tax Adjustment.



 


(a)             
If any payment or benefit Executive will or may receive from the Company
or otherwise (a “280G Payment’) would (i)
constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii)
but for this Section, be subject to the excise tax imposed by Section 4999 of the
Code (the “Excise Tax”), then
any such 280G Payment provided pursuant to this Agreement (a “Payment’) shall
be equal to the Reduced
Amount. The “Reduced Amount’ shall be either
(x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax,
or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x)
or by clause (y)), after taking into account all applicable federal, state, and local
employment taxes, income taxes, and the Excise Tax (all computed at the highest
applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the
greater economic benefit notwithstanding that all or some portion of the Payment
may be subject to the Excise Tax. If
a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of
the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”)
that resultsin the greatest economic benefit for Executive.
If more than one method of reduction will result in the same economic benefit, the
items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”).


 


(b)             
Notwithstanding any provision of this Section 6.7 to the contrary, if the Reduction Method or the Pro Rata Reduction Method
would result in any portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes
pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as
to avoid the imposition of taxes pursuant to Section 409A as follows:


 


(A) 
as a first priority, the modification shall preserve to the greatest extent possible,
the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent
on future events (e.g., being terminated without Cause), shall
be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments
that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before Payments that
are not deferred compensation within the meaning of Section 409A.


 






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(c)              
Unless Executive and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company
for general tax compliance purposes as of the day prior to the effective date of the Change in Control transaction shall perform the
foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity,
or group effecting the Change in Control transaction, the Company shall appoint a nationally-recognized accounting or law firm to make
the determinations required by this Section 6.7. The Company shall bear all expenses with respect to the determinations by such accounting
or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm
engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive
and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably
likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company.


 


(d)             
If Executive receives a Payment for which
the Reduced Amount was determined pursuant to clause (x) of Section 6.7(a) and the Internal Revenue Service determines thereafter
that some portion of the Payment is subject to the Excise Tax, Executive agrees to promptly return
to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 6.7(a)) so that no portion of the
remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y)
of Section 6.7(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.


 


		7.	GENERAL
                                            PROVISIONS.



 


7.1             
Notices. Any notices required
hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when
sent by electronic mail or confirmed facsimile if sent during normal business hours of the recipient, and if not, then on the next business
day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one
(1) day after deposit with a nationally- recognized overnight courier, specifying next-day delivery, with written verification of receipt.
All communications shall be sent to the Company at its primary office location and to Executive at Executive’s address as listed
on the Company payroll or (if notice is given prior to Executive’s termination of employment)
to Executive’s Company-issued email address, or at such other address as the Company or Executive may designate by ten (10) days’
advance written notice to the other.


 


7.2             
Severability.
Whenever possible, each provision of this Agreement will 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 will not affect
any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if
such invalid, illegal, or unenforceable provisions had never been contained herein.


 









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7.3            
Waiver. If either party should waive any breach of any provisions of this Agreement, Executive or the Company
shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.


 


7.4            
Complete Agreement. This Agreement (including
Exhibits A, B and C), and any other separate agreement relating to equity awards constitute the entire agreement between Executive and
the Company with regard to the subject matter hereof and supersede any prior oral discussions or written communications and agreements,
including the Prior Agreement. This Agreement 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 writing signed by Executive and an authorized officer of the Company.


 


7.5            
Counterparts. This Agreement may be executed by electronic transmission and 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.


 


7.6            
Headings. The
headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the
meaning thereof.


 


7.7            
Successors and Assigns. The Company shall assign this Agreement and its rights and obligations hereunder in
whole, but not in part, to any company or other entity with or into which the Company may hereafter merge or consolidate or to which
the Company may transfer all or substantially all of its assets, if in any such case said company or other entity shall by operation
of law or expressly in writing assume all obligations of the Company hereunder as fully as if it had been originally made a party hereto,
but may not otherwise assign this Agreement or its rights and obligations hereunder. Executive may not assign or transfer this Agreement
or any rights or obligations hereunder, other than to Executive’s estate upon Executive’s death.


 


7.8            
Choice of Law. All
questions concerning the construction, validity, and interpretation of this Agreement will be governed by the laws of the Commonwealth
of Massachusetts.


 






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7.9            
Resolution of Disputes. 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, or Executive’s employment, or the termination of Executive’s
employment, including but not limited to all statutory claims, will
be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16,
and to the fullest extent permitted by law, by final, binding and confidential arbitration by a single arbitrator conducted in Boston,
Massachusetts by Judicial Arbitration and Mediation Services Inc. (“JAMS”)
under the then applicable JAMS rules (at the following web address: https://www.jamsadr.com/rules-employment-arbitration/). A hard copy
of the rules will be provided to Executive upon request. 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. In addition, all claims,
disputes , or causes of action under this provision, whether
by Executive or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class
member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity.
The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative
or class proceeding. To the extent that the preceding sentences regarding
class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought
on behalf of a class shall proceed in a court of law rather than by arbitration. The
Company acknowledges that Executive will have the right to be represented by legal counsel at any arbitration proceeding. Questions of
whether a claim is subject to arbitration under this Agreement shall be decided by the arbitrator. Likewise, procedural questions which
grow out of the dispute and bear on the final disposition are also matters for the arbitrator. 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; (b) issue a written arbitration decision, to include the arbitrator’s essential
findings and conclusions and a statement of the award; (c) be authorized to award any or all remedies that Executive or the Company would
be entitled to seek in a court of law; and (d) is authorized to award attorneys’ fees to the prevailing party. Subject to the foregoing
sentence, Executive and the Company shall equally share all JAMS arbitration fees and each
party is responsible for its own attorneys’ fees. 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.
To the extent applicable law prohibits
mandatory arbitration of sexual harassment claims, in the event
Executive intends to bring multiple claims, including a sexual harassment claim,
the sexual harassment claim may be publicly filed with a court, while any other claims will remain subject to mandatory
arbitration.


  


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IN
WITNESS WHEREOF ,
the parties have executed this Amended and Restated Employment Agreement on the day and year first written above.


  


	 	IMMUNOME,
  INC.
	 	 
		By:	/s/ Purnand Sarma, PhD
	 	 	Purnanand Sarma, PhD
	 	 	Chief Executive Officer and President 
	 	 
	 	EXECUTIVE:
	 	 
	 	/s/ Michael J. Morin, PhD
	 	Michael J. Morin, PhD










 






     


     


    

 


Exhibit
A


 


DUTIES


 


		·	Provide
                                            advice and input to the Company’s research and development team with regard to the
                                            Company’s ongoing and future programs.



 


		·	Identify
                                            and evaluate partnering and collaboration opportunities and participate in outreach to potential
                                            partners and collaborators, working closely with the Company’s business development/corporate
                                            development team.



 


		·	Analyze
                                            information regarding market opportunities, competitors and technology trends and consult
                                            with the Company regarding the same.



 


		·	Assist
                                            the Company in the development of presentations and marketing materials regarding the Company,
                                            its platform and products, including presentations to potential partners and financing sources.



 


		·	Attend
                                            industry and investor conferences/events and the like on the Company’s behalf, present
                                            at such conferences/events, participate in one-on-one meetings during any conferences/events
                                            and assist/participate in follow-up meetings.
	 	 	 	 	 



 









     


     


    

 


Exhibit
B


 


EMPLOYEE
CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT





 






     


     


    

 


Exhibit
C


 


BUSINESS
AND PROFESSIONAL ACTIVITIES


 


		·	Teaching
                                            engagement at University of Massachusetts, Lowell