EX-10.1





 Exhibit 10.1 

May 19, 2021 
 Roxi Wen 

San Jose, CA 
 Re: Offer of Employment with Invitae
Corporation 
 Dear Roxi, 
 It is with great pleasure to
invite you to join the Invitae team. We look forward to having you join us on June 21, 2021. The terms of our offer are as follows: 

1. Duties. As a full time employee, your role will be Chief Financial Officer. As Invitae’s business evolves,
your job responsibilities are subject to change. During your employment, you will devote your best efforts and your full business time, skill and attention to your Invitae job duties. 

2. Salary. Invitae will pay you a base salary of $475,000.00 per year, less all deductions and withholdings that apply. We will pay you
according to Invitae’s standard payroll practices, as they may change from time to time. The company may modify your compensation during the course of your employment. 

3. Location. This will be a remote position. 

4. Sign-on Bonus. In addition, you will receive a
one-time $500,000.00 sign-on bonus. Your sign-on bonus will be payable with your initial paycheck following your
commencement of employment with Invitae and will be refundable should you resign your employment within twelve (12) months of your start date. 

5. Equity. Invitae will grant you 125,000 shares of restricted stock units (RSUs). These RSUs will vest over a 3-year period, subject to the terms and conditions of Invitae’s 2015 Stock Incentive Plan and the applicable Stock Award Agreement. You will also be eligible to participate in the Invitae 2021 Executive
Management Incentive Compensation Plan (the “Plan”) and to receive up to 19,900 in performance RSUs, subject to the terms of the Plan. 

6. Benefits. If you choose to enroll, health coverage will begin on the 1st of the following month (e.g., if you start April
22nd, your medical benefits go live May 1st.) You will be eligible to participate in Invitae-sponsored medical and other employee benefits programs. For additional information on Invitae’s benefits package, please refer to the Employee Benefits
summary enclosed with this letter. We will provide further details at your New Hire Orientation, to be scheduled soon after your first day on the job. The company may, from time to time, change these benefits. 

7. Background and Reference Check. This offer of employment is contingent upon satisfactory results of a background and reference
check to be performed pursuant to your written authorization. 












 8. Confidentiality Agreement. As a condition of your employment, you will be
expected to sign Invitae’s standard At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement. 

9. At-Will Employment. Your employment with Invitae will be “at will.” This
means that either you or Invitae may terminate your employment at any time, with or without cause. Any contrary representations or agreements which may have been made to you are superseded by this offer letter. The “at will” term of your
employment can only be changed in writing signed by you and Invitae. 
 10. Arbitration. 

(a) Agreement to Arbitrate All Disputes. To ensure the timely and economical resolution of disputes that may arise between you and
Invitae, both you and Invitae mutually agree that pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by applicable law, you will submit solely to final, binding
and confidential arbitration any and all disputes, claims, or causes of action arising from or relating to: (i) the negotiation, execution, interpretation, performance, breach or enforcement of this Agreement; or (ii) your
employment with Invitae (including but not limited to all statutory claims); or (iii) the termination of your employment with Invitae (including but not limited to all statutory claims). BY AGREEING TO THIS ARBITRATION PROCEDURE, BOTH
YOU AND INVITAE WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTES THROUGH A TRIAL BY JURY OR JUDGE OR THROUGH AN ADMINISTRATIVE PROCEEDING. 

(b) Arbitrator Authority. The Arbitrator shall have the sole and exclusive authority to determine whether a dispute, claim or
cause of action is subject to arbitration under this Arbitration section and to determine any procedural questions which grow out of such disputes, claims or causes of action and bear on their final disposition. 

(c) Individual Capacity Only. All claims, disputes, or causes of action under this Arbitration section, whether by you or
Invitae, must be brought solely 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 in this paragraph 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. 

(d) Arbitration Process. Any arbitration proceeding under this Arbitration section shall be presided over by a single arbitrator
and conducted by JAMS, Inc. (“JAMS”) in San Francisco under the then applicable JAMS rules for the resolution of employment disputes (available upon request and also currently available at
http://www.jamsadr.com/rules-employment-arbitration/). You and Invitae both have the 












 
right to be represented by legal counsel at any arbitration proceeding, at each party’s own expense. The Arbitrator shall: (i) have the authority to compel adequate
discovery for the resolution of the dispute; (ii) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award; and (iii) be authorized
to award any or all remedies that you or Invitae would be entitled to seek in a court of law. Invitae shall pay all JAMS arbitration fees in excess of the amount of court fees that would be required of you if the dispute were decided in a court of
law. 
 (e) Excluded Claims. This Arbitration section shall not apply to any action or claim that cannot be subject to
mandatory arbitration as a matter of law, including, without limitation, claims brought pursuant to the California Private Attorneys General Act of 2004, as amended, the California Fair Employment and Housing Act, as amended, and the California
Labor Code, as amended, to the extent such claims are not permitted by applicable law to be submitted to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the
“Excluded Claims”). In the event you intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory
arbitration. 
 (f) Injunctive Relief and Final Orders. Nothing in this Arbitration section is intended to prevent either you
or Invitae from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any final award in any arbitration proceeding hereunder may be entered as a judgment in the federal and state courts of
any competent jurisdiction and enforced accordingly. 
 11. Miscellaneous. This letter states the complete and exclusive terms
and conditions of your offer and supersedes any other agreements, whether written or oral. By joining Invitae, you are agreeing to abide by all Invitae policies and procedures as they are established. The terms of this offer and your employment with
Invitae will be governed in all aspects by the laws of the State of California. As required by law, this offer is subject to satisfactory proof of your right to work in the United States. 

We look forward to having you join us on June 21, 2021 If you wish to accept this offer under the terms and conditions described
above please sign and date this letter and return it to me by May 28, 2021. If you have any questions about the terms of this offer, please contact me. 

Best Regards, 
  

	
	 /s/ Desarie French

	 Desarie French


 Head of Talent Operations 

Invitae Corporation 












 I have read this offer letter. I understand and agree to its terms. 

 

	
	 /s/ Roxi Wen

	 Roxi Wen


 Today’s Date: 2021-May-19