loumeauamendedandrestate






ANAPTYSBIO, INC.  AMENDED AND RESTATED EMPLOYMENT AGREEMENT  This Amended and Restated Employment Agreement (this “Agreement”) is made effective from  April 25, 2022 (the “Effective Date”) by and among AnaptysBio, Inc. (the “Company”) and Eric Loumeau  (“Executive”).  The Company and Executive are hereinafter collectively referred to as the “Parties,” and  individually referred to as a “Party.”  This Agreement amends and restates in its entirety that certain  Amended and Restated Employment Agreement between Executive and the Company dated July 15, 2020  (the “Prior Agreement”).  RECITAL  The Company desires to employ Executive, and Executive is willing to accept such employment  by Company, on the terms and subject to the conditions set forth in this Agreement.  AGREEMENT  In consideration of the foregoing Recitals and the mutual promises and covenants herein contained,  and for other good and valuable consideration, the Parties, intending to be legally bound, agree as follows:  1. EMPLOYMENT.  1.1 Title.  Effective as of the Effective Date, Executive’s position shall be Chief  Operating Officer and General Counsel of the Company, subject to the terms and conditions set forth in  this Agreement.  1.2 Term.  The term of this Agreement shall begin on the Effective Date and shall  continue until it is terminated pursuant to Section 4 herein (the “Term”).  1.3 Duties.  Executive shall do and perform all services, acts or things necessary or  advisable to manage and conduct the business of the Company and that are normally associated with the  positions of Chief Operating Officer and General Counsel of the Company.  Executive shall also do and  perform all services, acts or things necessary or advisable to manage and conduct the business of the  Company and that are normally associated with the positions of Secretary and Chief Compliance Officer  of the Company.  Executive shall report to the Chief Executive Officer.  1.4 Policies and Practices.  The employment relationship between the Parties shall be  governed by this Agreement and by the policies and practices established by the Company and/or the  Company’s Board of Directors (the “Board”), or any designated committee thereof.  In the event that the  terms of this Agreement differ from or are in conflict with the Company’s policies or practices or the  Company’s Employee Handbook, this Agreement shall control.  1.5 Location.  Unless the Parties otherwise agree in writing, and except as provided  in this Section 1.5, during the Term Executive shall perform the services Executive is required to perform  pursuant to this Agreement at the Company’s offices in San Diego, California; provided, however, that the  Company may from time to time require Executive to travel temporarily to other locations in connection  with the Company’s business; provided, further, upon the Effective Date, and until applicable government  COVID-19 quarantine restrictions applicable to the San Diego office are lifted and the San Diego office  reopens, the Company will allow Executive to perform the services remotely from Executive’s home.  





 






2  2. LOYALTY; NONCOMPETITION; NONSOLICITATION.  2.1 Loyalty.  During Executive’s employment with the Company, Executive shall  devote Executive’s full business energies, interest, abilities and productive time to the proper and efficient  performance of Executive’s duties under this Agreement.  2.2 Agreement not to Participate in Company’s Competitors.  During Executive’s  employment with the Company, Executive agrees not to acquire, assume or participate in, directly or  indirectly, any position, investment or interest known by Executive to be adverse or antagonistic to the  Company, its business, or prospects, financial or otherwise, or in any company, person, or entity that is,  directly or indirectly, in competition with the business of the Company or any of its Affiliates (as defined  below).  Ownership by Executive, in professionally managed funds over which Executive does not have  control or discretion in investment decisions, or as a passive investment, of less than two percent (2%) of  the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed  on a national securities exchange or publicly traded on a national securities exchange or in the over-the- counter market shall not constitute a breach of this Section.  For purposes of this Agreement, “Affiliate,”  means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more  intermediaries, controls, is controlled by or is under common control with such specified entity.  2.3 Covenant not to Compete.  During Executive’s employment with the Company,  Executive shall not engage in competition with the Company and/or any of its Affiliates in any manner or  capacity, as adviser, principal, agent, affiliate, promoter, partner, officer, director, employee, owner, co- owner, consultant, in any phase of the business of developing, manufacturing and marketing of products or  services that directly compete with the products or services of the Company, except with the prior written  consent of the CEO.  Executive shall be entitled to request written consent of the CEO with respect to  potential advisory and/or director opportunities presented to Executive by a third party, which Executive  believes in good faith will not interfere or compete with the on-going business of the Company.  3. COMPENSATION OF EXECUTIVE.  3.1 Base Salary.  The Company shall pay Executive a base salary at the annualized  rate of $420,000 (the “Base Salary”), less payroll deductions and all required withholdings, payable in  regular periodic installments in accordance with the Company’s normal payroll practices.  The Base Salary  shall be prorated for any partial year of employment on the basis of a 365-day fiscal year.  3.2 Discretionary Bonus.  At the sole discretion of the Board and Chief Executive  Officer, promptly following each calendar year of employment Executive shall be eligible to receive a  discretionary cash bonus of up to 40% of Executive’s then-current base salary (the “Bonus”), based on  Executive’s achievement relative to certain performance goals (“Performance Goals”) to be established by  the Chief Executive Officer and/or the Board or the Compensation Committee of the Board (the  “Committee”) in writing in a manner reasonably consistent with the Company’s priorities.  The  determination of whether Executive has met the Performance Goals for any given year, and if so, the amount  of any Bonus that will be paid for such year (if any), shall be determined by the Board or the Committee  and Chief Executive Officer in their sole and absolute discretion.  In order to be eligible to earn or receive  any Bonus, Executive must remain employed by the Company through and including the date of payment  of such Bonus.  For the first calendar year of Executive’s employment with the Company, the Bonus  payable shall be pro-rated in accordance with the percentage of the calendar year that the Executive is an  employee of the Company.  3.3 Stock Option.  As soon as practicable following the Effective Date, subject to the  approval of the Board or the Committee, Executive will be granted an option to purchase up to 10,000  





 






3  shares of the Company’s Common Stock (the “Promotion Option”) pursuant to the terms of the Company’s  2017 Equity Incentive Plan, as amended from time to time (the “Plan”).  The Promotion Option shall be  subject to vesting such that, subject to Executive’s continued employment with the Company, 1/4 of the  shares subject to the Promotion Option shall vest as of the first anniversary of the Effective Date and l/48th  of the shares subject to the Promotion Option shall vest in equal monthly installments on the monthly  anniversary of the Effective Date of each month for the 36 months thereafter.  The exercise price per share  of the Promotion Option will be equal to the closing selling price as reported on the Nasdaq Stock Market  on the date the Promotion Option is granted.  The Promotion Option will be governed by the Plan and shall  be granted pursuant to a separate stock option grant notice and stock option agreement.  3.4 Expense Reimbursements.  The Company will reimburse Executive for all  reasonable business expenses Executive incurs in conducting his duties hereunder, pursuant to the  Company’s usual expense reimbursement policies; provided that Executive supplies the appropriate  substantiation for such expenses no later than the end of the calendar month following the month in which  such expenses were incurred by Executive.  3.5 Changes to Compensation.  Executive’s compensation will be reviewed annually  and may be changed from time to time in the Company’s sole discretion.  3.6 Employment Taxes.  All of Executive’s compensation shall be subject to  customary withholding taxes and any other employment taxes as are commonly required to be collected or  withheld by the Company, as determined by the Company.  3.7 Benefits.  Executive shall, in accordance with Company policy and the terms of  the applicable plan documents, be eligible to participate in benefits under any benefit plan or arrangement  that may be in effect from time to time and made available to the Company’s senior management  employees.  3.8 Holidays and Vacation.  Executive shall be eligible for paid holiday and vacation  time in accordance with Company policy as in effect from time to time.  4. TERMINATION.  4.1 Termination by the Company.  Executive’s employment with the Company is at  will and may be terminated by the Company at any time and for any reason, or for no reason, including, but  not limited to, under the following conditions:  4.1.1 Termination by the Company for Cause.  The Company may terminate  Executive’s employment under this Agreement for Cause (as defined below) by delivery of written notice  to Executive.  Any notice of termination given pursuant to this section shall effect termination as of the date  of the notice, or as of such other date specified in the notice.  4.1.2 Termination by the Company without Cause.  The Company may  terminate Executive’s employment under this Agreement without Cause at any time and for any reason, or  for no reason.  Such termination shall be effective on the date Executive is so informed, or as otherwise  specified by the Company.  4.2 Termination by Executive.  Executive may terminate his employment with the  Company at any time and for any reason, or for no reason, upon thirty (30) days written notice to the  Company.  





 






4  4.3 Termination for Death or Disability.  Executive’s employment with the  Company shall automatically terminate effective upon the date of Executive’s death or Disability (as  defined in the Plan).  4.4 Termination by Mutual Agreement of the Parties.  Executive’s employment  with the Company may be terminated at any time upon a mutual agreement in writing of the Parties.  Any  such termination of employment shall have the consequences specified in such agreement.  4.5 Compensation upon Termination.  4.5.1 Death or Disability.  If Executive’s employment is terminated by death  or Disability, the Company shall pay to Executive, or to Executive’s heirs, Executive’s accrued and unpaid  base salary and accrued and unused vacation benefits earned through the date of termination at the rate in  effect at the time of termination, less standard deductions and withholdings.  The Company shall thereafter  have no further obligations to Executive and/or Executive’s heirs under this Agreement, except as otherwise  provided by law.  4.5.2 Termination for Cause.  If the Company terminates Executive’s  employment for Cause, then the Company shall pay Executive’s accrued and unpaid base salary and  accrued and unused vacation benefits earned through the date of termination, at the rate in effect at the time  of termination, less standard deductions and withholdings.  The Company shall thereafter have no further  obligations to Executive under this Agreement, except as otherwise provided by law.  4.5.3 Termination by Company without Cause or by Executive for Good  Reason Not In Connection with a Change in Control.  If the Company terminates Executive’s  employment without Cause or if Executive resigns his employment for Good Reason (as defined below),  in either case at any time other than upon the occurrence of, or within the 13 months immediately following,  the effective date of a Change in Control, the Company shall pay Executive’s accrued and unpaid base  salary and accrued and unused vacation benefits earned through the date of termination, at the rate in effect  at the time of termination, less standard deductions and withholdings.  In addition to the above, if Executive  furnishes to the Company an executed waiver and release of claims in the form attached hereto as Exhibit  A (or in such other form as may be specified by the Company) (the “Release”) within the time period  specified therein, but in no event later than 45 days following Executive’s termination, and if Executive  allows such Release to become effective in accordance with its terms, then (i) Executive shall be entitled  to severance in the form of continuation of his base salary, at the base salary rate equal to the greater of the  rate in effect at the time of termination or the rate immediately prior to the event giving rise to Good Reason  (the “Severance Payments”), for a period of nine (9) months following the termination date (the “Severance  Period”), and (ii) if Executive timely elects COBRA coverage, the Company will pay directly to the  insurance provider the premium for COBRA continuation coverage for Executive and Executive’s family  during the Severance Period or until he obtains new employment, whichever comes first (the “COBRA  Coverage”); provided that, if the Company determines that it cannot provide the COBRA Coverage without  potentially violating applicable law or incurring additional expense under applicable law (including,  without limitation, Section 2716 of the Public Health Service Act), the Company will provide Executive,  in lieu thereof, taxable, continued installment payments equal to the COBRA premium, payable on the last  day of a given month, for 9 months (measured from the termination date), which payments will be made  regardless of whether Executive elects COBRA continuation coverage (the “COBRA Bonus”).   Notwithstanding the foregoing, the number of months of COBRA Bonus to be paid, in any case, shall be  reduced by the number of months of COBRA Coverage previously paid by the Company.  The Severance  Payments will be subject to standard payroll deductions and withholdings and will be made on the  Company’s regular payroll cycle, provided, however, that any Severance Payments otherwise scheduled to  be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that  





 






5  follows such effective date, provided, further, that if the 45 day period to execute the Release spans two  calendar years, no Severance Payments will be made until the later calendar year.  The Company shall  thereafter have no further obligations to Executive under this Agreement, except as otherwise provided by  law.  4.5.4 Termination by Company without Cause or by Executive for Good  Reason In Connection with a Change in Control.  If the Company terminates Executive’s employment  without Cause or if Executive resigns his employment for Good Reason, in either case upon the occurrence  of, or within the 13 months immediately following, the effective date of a Change in Control, the Company  shall pay Executive’s accrued and unpaid base salary and accrued and unused vacation benefits earned  through the date of termination, at the rate in effect at the time of termination, less standard deductions and  withholdings.  In addition, if Executive furnishes to the Company an executed Release within the time  period specified therein, but in no event later than 45 days following Executive’s termination, and if  Executive allows such Release to become effective in accordance with its terms, then Executive shall be  entitled to: (1) the Severance Payments and COBRA payments described in Section 4.5.3 above; provided,  however, that the Severance Payments and COBRA payments shall be increased from 9 months to 12  months, (2) a lump-sum cash amount equal to the Bonus plus an amount equal to the product of (A) the  Bonus, calculated based upon actual achievement of Performance Goals as determined by the Board,  multiplied by (B) the quotient of (i) the number of days elapsed in such fiscal year through the effective  date of Executive’s termination divided by (ii) 365, and (3) accelerated vesting of all of Executive’s  unvested Company equity awards, such that Executive shall become vested in 100% of the shares subject  to all such equity awards on the effective date of the Release; provided, however, that the vesting of any  performance-based awards shall be as if all applicable performance criteria were achieved at target levels.   The Company shall thereafter have no further obligations to Executive under this Agreement, except as  otherwise provided by law.  4.6 Definitions.  For purposes of this Agreement, the following terms shall have the  following meanings:  4.6.1 “Cause” shall mean the occurrence of any one or more of the following:  (i) Executive’s commission of any crime involving fraud, dishonesty or moral turpitude; (ii) Executive’s  attempted commission of or participation in a fraud or act of dishonesty against the Company that results  in (or might have reasonably resulted in) material harm to the business of the Company; (iii) Executive’s  intentional, material violation of any contract or agreement between Executive and the Company or any  statutory duty Executive owes to the Company; or (iv) Executive’s conduct that constitutes gross  insubordination, incompetence or habitual neglect of duties and that results in (or might have reasonably  resulted in) material harm to the business of the Company; provided, however, that the action or conduct  described in clauses (iii) and (iv) above will constitute “Cause” only if such action or conduct continues  after the Company has provided Executive with written notice thereof and thirty (30) days to cure, or  otherwise remedy to the extent possible under direct control of the Executive, the same.  An occurrence of  “Cause” as set forth in the preceding sentence shall be based upon a good faith determination by the Board.   Executive’s Disability shall not constitute Cause as set forth herein.  The determination that a termination  is for Cause shall be by the Board in its sole and exclusive judgment and discretion.  4.6.2 “Change in Control” shall have the meaning set forth in the Amended and  Restated 2006 Equity Incentive Plan.  4.6.3 “Good Reason” shall mean any of the following actions: (i) the assignment  to Executive of any duties or responsibilities that results in a material diminution in Executive’s function  as in effect immediately prior to the effective date of the Change in Control; provided, however, that it will  be considered a material diminution in Executive’s function if, following a Change in Control, the  





 






6  Executive is not reporting directly to the Chief Executive Officer who is in turn reporting to the Company’s  (or if applicable ultimate parent entity’s) corporate board of directors; (ii) a reduction by the Company in  Executive’s annual base salary as in effect on the effective date of the Change in Control; provided,  however, that Good Reason shall not be deemed to have occurred in the event of a reduction in Executive’s  annual base salary that is pursuant to a salary reduction program affecting substantially all of the employees  of the Company and that does not adversely affect Executive to a greater extent than other similarly situated  employees; or (iii) a relocation of Executive’s primary business office to a location more than 50 miles  from the location of Executive’s primary business office as of the effective date of the Change in Control,  except for required travel by Executive on the Company’s business to an extent substantially consistent  with Executive’s business travel obligations prior to the effective date of the Change in Control.  For the  purposes of application of this definition of Good Reason to Section 4.5.3, the words “as in effect  immediately prior to the effective date of the Change in Control” shall be read to mean as of, or immediately  prior to, the date of the event giving rise to Good Reason.  In all events, in order for a termination for Good  Reason to occur, the Executive must provide the Company with written notice of the condition constituting  Good Reason within 90 days of the initial occurrence of such condition, and allow the Company a 30-day  cure period in which to cure such condition, and the Executive must resign employment within 10 days of  the end of such 30-day cure period if the Company does not cure the condition in such cure period.  For  clarity, “corporate board of directors” as used in the definition of Good Reason means the Company’s (or  if applicable ultimate parent entity’s) board of directors as such term is used in Section 141 of the Delaware  General Corporation Law, or if the Company (or if applicable ultimate parent entity) is not a corporation  organized under Delaware law, the most senior governing body of the Company (or if applicable ultimate  parent entity) the majority of which is comprised of non-employee and independent members and has  responsibility and authority for managing the business and affairs of the Company (or if applicable ultimate  parent entity).  4.7 Survival of Certain Sections.  Sections 3.4, 3.6 and 4 through 18 of this  Agreement will survive the termination of this Agreement.  4.8 Parachute Payment.  If any payment or benefit Executive would receive pursuant  to this Agreement (“Payment”) would (i) constitute a “Parachute Payment” within the meaning of Section  280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be  subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such 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 being subject to the Excise Tax or (y) the largest  portion, up to and including the total of the Payment, whichever amount, 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 greatest  economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax.   If a reduction in payments or benefits constituting Parachute Payments is necessary so that the Payment  equals the Reduced Amount, reduction shall occur in the manner that results in 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.   In the event it is subsequently determined by the Internal Revenue Service that some portion of the  Reduced Amount (as determined pursuant to clause (x) in the preceding paragraph) is subject to the Excise  Tax, Executive agrees to promptly return to the Company a sufficient amount of the Payment so that no  portion of the Reduced Amount is subject to the Excise Tax. For the avoidance of doubt, if the Reduced  Amount is determined in accordance with clause (y) in the preceding paragraph, Executive will have no  obligation to return any portion of the Payment pursuant to the preceding sentence.   Unless Executive and the Company agree on an alternative accounting or law firm, the accounting  





 






7  firm then engaged by the Company for general tax compliance purposes 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, the Company shall appoint a nationally  recognized accounting, law or consulting firm to make the determinations required hereunder.  The  Company shall bear all expenses with respect to the determinations by such accounting, law or consulting  firm required to be made hereunder.   The Company shall use commercially reasonable efforts such that the accounting, law or consulting  firm engaged to make the determinations hereunder shall provide its calculations, together with detailed  supporting documentation, to Executive and the Company within 15 calendar days after the date on which  Executive’s right to a Payment is triggered (if requested at that time by Executive or the Company) or such  other time as requested by Executive or the Company.  4.9 Application of Internal Revenue Code Section 409A.  Notwithstanding anything  to the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance  Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Code and  the regulations and other guidance thereunder and any state law of similar effect (collectively “Section  409A”) shall not commence in connection with Executive’s termination of employment unless and until  Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation  Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such  amounts may be provided to Executive without causing Executive to incur the additional 20% tax under  Section 409A.   It is intended that each installment of the Severance Benefits payments provided for in this  Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the  avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement  satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under  Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the  Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits constitute  “deferred compensation” under Section 409A and Executive is, on the termination of service, a “specified  employee” of the Company or any successor entity thereto, as such term is defined in Section  409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse  personal tax consequences under Section 409A, the timing of the Severance Benefit payments shall be  delayed until the earlier to occur of: (i) the date that is six months and one day after Executive’s Separation  From Service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial  Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a  lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have  received through the Specified Employee Initial Payment Date if the commencement of the payment of the  Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance  of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement.   Notwithstanding anything to the contrary set forth herein, Executive shall receive the Severance  Benefits described above, if and only if Executive duly executes and returns to the Company within the  applicable time period set forth therein, but in no event more than forty-five days following Separation  From Service, the Release and permits the Release to become effective in accordance with its terms.   Notwithstanding any other payment schedule set forth in this Agreement, none of the Severance Benefits  will be paid or otherwise delivered prior to the effective date of the Release.  Except to the extent that  payments may be delayed until the Specified Employee Initial Payment Date pursuant to the preceding  paragraph, on the first regular payroll pay day following the effective date of the Release, the Company  will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement  on or prior to such date but for the delay in payment related to the effectiveness of the Release, with the  





 






8  balance of the Severance Benefits being paid as originally scheduled.  All amounts payable under the  Agreement will be subject to standard payroll taxes and deductions.   5. CONFIDENTIAL AND PROPRIETARY INFORMATION.  Executive has already executed, as a condition of Executive’s employment with the Company, the  Company’s standard form of Proprietary Information and Inventions Agreement (the “PIIA”).  The PIIA  remains in full force and effect.  6. ASSIGNMENT AND BINDING EFFECT.  This Agreement shall be binding upon and inure to the benefit of Executive and Executive’s heirs,  executors, personal representatives, assigns, administrators and legal representatives.  Because of the  unique and personal nature of Executive’s duties under this Agreement, neither this Agreement nor any  rights or obligations under this Agreement shall be assignable by Executive.  This Agreement shall be  binding upon and inure to the benefit of the Company and its successors, assigns and legal representatives.   Any such successor of the Company will be deemed substituted for the Company under the terms of this  Agreement for all purposes.  For this purpose, “successor” means any person, firm, corporation or other  business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires  all or substantially all of the assets or business of the Company.   7. NOTICES.  All notices or demands of any kind required or permitted to be given by the Company or Executive  under this Agreement shall be given in writing and shall be personally delivered (and receipted for) or faxed  during normal business hours or mailed by certified mail, return receipt requested, postage prepaid,  addressed as follows:  If to the Company:  10770 Wateridge Circle, Suite 210  San Diego, CA 92121  Attention: Chief Executive Officer  If to Executive:  Eric Loumeau  15024 Huntington Gate Drive  Poway, CA 92064  Any such written notice shall be deemed given on the earlier of the date on which such notice is personally  delivered or three days after its deposit in the United States mail as specified above.  Either Party may  change its address for notices by giving notice to the other Party in the manner specified in this Section.   8. CHOICE OF LAW.  This Agreement shall be construed and interpreted in accordance with the internal laws of the State  of California without regard to its conflict of laws principles.   9. INTEGRATION.  This Agreement, including Exhibit A and the PIIA, contains the complete, final and exclusive  





 






9  agreement of the Parties relating to the terms and conditions of Executive’s employment and the termination  of Executive’s employment, and supersedes any and all prior and/or contemporaneous oral and written  employment agreements or arrangements between the Parties, including the Prior Agreement, which is  hereby terminated.  By signing below, Executive acknowledges that he has been paid all compensation and  benefits owed to him by the Company and that the Company has fully performed all of its obligations under  the Prior Agreement.  10. AMENDMENT.  This Agreement cannot be amended or modified except by a written agreement signed by Executive  and the Company.   11. WAIVER.  No term, covenant or condition of this Agreement or any breach thereof shall be deemed waived,  except with the written consent of the Party against whom the wavier is claimed, and any waiver or any  such term, covenant, condition or breach shall not be deemed to be a waiver of any preceding or succeeding  breach of the same or any other term, covenant, condition or breach.   12. SEVERABILITY.  The finding by a court of competent jurisdiction of the unenforceability, invalidity or illegality of  any provision of this Agreement shall not render any other provision of this Agreement unenforceable,  invalid or illegal.  Such court shall have the authority to modify or replace the invalid or unenforceable term  or provision with a valid and enforceable term or provision, which most accurately represents the Parties’  intention with respect to the invalid or unenforceable term, or provision.   13. INTERPRETATION; CONSTRUCTION.  The headings set forth in this Agreement are for convenience of reference only and shall not be  used in interpreting this Agreement.  This Agreement has been drafted by legal counsel representing the  Company, but Executive has been encouraged to consult with, and has consulted with, Executive’s own  independent counsel and tax advisors with respect to the terms of this Agreement.  The Parties acknowledge  that each Party and its counsel has reviewed and revised, or had an opportunity to review and revise, this  Agreement, and any rule of construction to the effect that any ambiguities are to be resolved against the  drafting party shall not be employed in the interpretation of this Agreement.   14. REPRESENTATIONS AND WARRANTIES.  Executive represents and warrants that Executive is not restricted or prohibited, contractually or  otherwise, from entering into and performing each of the terms and covenants contained in this Agreement,  and that Executive’s execution and performance of this Agreement will not violate or breach any other  agreements between Executive and any other person or entity.   15. COUNTERPARTS.  This Agreement may be executed in two counterparts, each of which shall be deemed an original,  all of which together shall contribute one and the same instrument.  16. ARBITRATION.  





 






10  To ensure the rapid 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, in law or equity, arising from or relating to Executive’s employment, or the  termination of that employment, will be resolved, to the fullest extent permitted by law, by final, binding  and confidential arbitration pursuant to both the substantive and procedural provisions of the Federal  Arbitration Act in San Diego, California conducted by the Judicial Arbitration and Mediation  Services/Endispute, Inc. (“JAMS”), or its successors, under the then current rules of JAMS for employment  disputes; provided that 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 including the arbitrator’s essential findings and conclusions and a statement of  the award.  Accordingly, Executive and the Company hereby waive any right to a jury trial.  Both Executive  and the Company shall be entitled to all rights and remedies that either Executive or the Company would  be entitled to pursue in a court of law.  The Company shall pay any JAMS filing fee and shall pay the  arbitrator’s fee.  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.  Notwithstanding the foregoing, Executive and the Company each have the right to resolve any  issue or dispute involving confidential, proprietary or trade secret information, or intellectual property  rights, by Court action instead of arbitration.   17. TRADE SECRETS OF OTHERS.  It is the understanding of both the Company and Executive that Executive shall not divulge to the  Company and/or its subsidiaries any confidential information or trade secrets belonging to others, including  Executive’s former employers, nor shall the Company and/or its Affiliates seek to elicit from Executive  any such information.  Consistent with the foregoing, Executive shall not provide to the Company and/or  its Affiliates, and the Company and/or its Affiliates shall not request, any documents or copies of documents  containing such information.   18. ADVERTISING WAIVER.  Executive agrees to permit the Company, and persons or other organizations authorized by the  Company, to use, publish and distribute advertising or sales promotional literature concerning the products  and/or services of the Company, or the machinery and equipment used in the provision thereof, in which  Executive’s name and/or pictures of Executive taken in the course of Executive’s provision of services to  the Company appear.  Executive hereby waives and releases any claim or right Executive may otherwise  have arising out of such use, publication or distribution.   [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]    





 






[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]  IN WITNESS WHEREOF, the Parties have executed the Agreement as of the date below.  ANAPTYSBIO, INC.  By: /s/Dan Faga     Name:  Dan Faga  Title: Interim President & CEO  Dated: April 29, 2022     Executive:  /s/Eric Loumeau     ERIC LOUMEAU  Dated: April 29, 2022       





 






  EXHIBIT A   RELEASE AND WAIVER OF CLAIMS   TO BE SIGNED ON OR FOLLOWING THE SEPARATION DATE ONLY   In consideration of the payments and other benefits set forth in the Amended and Restated  Employment Agreement effective July 15, 2020, to which this form is attached, I, Eric Loumeau, hereby  furnish ANAPTYSBIO, INC. (the “Company”), with the following release and waiver (“Release and  Waiver”).   In exchange for the consideration provided to me by the Amended and Restated Employment  Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the  Company and its current and former directors, officers, employees, stockholders, partners, agents,  attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns  (collectively, the “Released Parties”) from any and all claims, liabilities and obligations, both known and  unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior  to or on the date that I sign this Agreement (collectively, the “Released Claims”).  The Released Claims  include, but are not limited to: (a) all claims arising out of or in any way related to my employment with  the Company, or the termination of that employment; (b) all claims related to my compensation or benefits  from the Company including salary, bonuses, commissions, vacation pay, expense reimbursements,  severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (c)  all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith  and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge  in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for  discrimination, harassment, retaliation, misclassification, attorneys’ fees, or other claims arising under the  federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the  federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the California Labor  Code, and the California Fair Employment and Housing Act (as amended).  Notwithstanding the foregoing,  the following are not included in the Released Claims (the “Excluded Claims”): (a) any rights or claims for  indemnification I may have pursuant to the charter or bylaws of the Company or under applicable law; (b)  any rights or claims to unemployment compensation, funds accrued in my 401k account, or any vested  equity incentives; (c) any rights that are not waivable as a matter of law; or (d) any claims arising from the  breach of this Agreement.  I hereby represent and warrant that, other than the Excluded Claims, I am not  aware of any claims I have or might have against any of the Released Parties that are not included in the  Released Claims.   I also acknowledge that I have read and understand Section 1542 of the California Civil Code which  reads as follows: “A general release does not extend to claims which the creditor does not know or  suspect to exist in his or 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.” I hereby expressly waive and  relinquish all rights and benefits under that Section and any law of any jurisdiction, including New York,  of similar effect with respect to any claims I may have against the Company.  I acknowledge that, among other rights, I am waiving and releasing any rights I may have under  ADEA, that this Release and Waiver is knowing and voluntary, and that the consideration given for this  Release and Waiver is in addition to anything of value to which I was already entitled as an executive of  the Company.  I further acknowledge that I have been advised, as required by the Older Workers Benefit  Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA  which may arise after this Release and Waiver is executed; (b) I should consult with an attorney prior to  executing this Release and Waiver; and (c) if I am age 40 or older at the time of execution of this release, I  





 






  have 21 days from the date of termination of my employment with the Company in which to consider this  Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier); and  (d) if I am age 40 or older at the time of execution of this release, I have seven days following the execution  of this Release and Waiver to revoke my consent to this Release and Waiver and this Release and Waiver  shall not be effective until the seven day revocation period has expired without my having previously  revoked this Release and Waiver.  I agree not to disparage the Company and its officers, directors, employees, shareholders and/or  agents, in any manner likely to be harmful to them or their business, business reputations or personal  reputations; provided that I may respond accurately and fully to any question, inquiry or request for  information when required by legal process (e.g., a valid subpoena or other similar compulsion of law) or  as part of a government investigation.  I acknowledge my continuing obligations under my Proprietary Information and Inventions  Agreement.  Pursuant to the Proprietary Information and Inventions Agreement I understand that among  other things, I must not use or disclose any confidential or proprietary information of the Company and I  must immediately return all Company property and documents (including all embodiments of proprietary  information) and all copies thereof in my possession or control.  I understand and agree that my right to the  severance pay I am receiving in exchange for my agreement to the terms of this Release and Waiver is  contingent upon my continued compliance with my Proprietary Information and Inventions Agreement.  This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire  agreement between the Company and me with regard to the subject matter hereof.  I am not relying on any  promise or representation by the Company that is not expressly stated herein.  This Release and Waiver  may only be modified by a writing signed by both me and a duly authorized officer of the Company.  Date:   By:     ERIC LOUMEAU