lizzulamendedandrestated






    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 Paul Lizzul, MD (“CMO”).  The Company and CMO 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 Employment Agreement between CMO and the Company dated July 18, 2020 (the “Prior  Agreement”).  RECITAL  The Company desires to employ CMO, and CMO 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, CMO’s position shall be Chief Medical  Officer 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.  CMO 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  position of Chief Medical Officer of the Company.  CMO 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 or as permitted from time  to time by the Chief Executive Officer, and except as provided in this Section 1.5, during the Term CMO  shall perform the services CMO is required to perform pursuant to this Agreement at least two (2) days per  calendar week from the Company’s offices in San Diego, California; provided, however, that the Company  may from time to time require CMO 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 CMO to perform the services remotely from CMO’s home.  2. LOYALTY; NONCOMPETITION; NONSOLICITATION.  





 






  2  2.1 Loyalty.  During CMO’s employment with the Company, CMO shall devote  CMO’s full business energies, interest, abilities and productive time to the proper and efficient performance  of CMO’s duties under this Agreement.  2.2 Agreement not to Participate in Company’s Competitors.  During CMO’s  employment with the Company, CMO agrees not to acquire, assume or participate in, directly or indirectly,  any position, investment or interest known by CMO 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 CMO, in professionally managed funds over which CMO 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 CMO’s employment with the Company, CMO  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.  CMO shall be entitled to request written consent of the CEO with respect to potential advisory  and/or director opportunities presented to CMO by a third party, which CMO believes in good faith will  not interfere or compete with the on-going business of the Company.  3. COMPENSATION OF CMO.  3.1 Base Salary.  The Company shall pay CMO a base salary at the annualized rate of  $400,000 (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 the Chief Executive  Officer, promptly following each calendar year of employment CMO shall be eligible to receive a  discretionary cash bonus of up to 40% of CMO’s then-current base salary (the “Bonus”), based on CMO’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  CMO 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, CMO must remain  employed by the Company through and including the date of payment of such Bonus.  For the first calendar  year of CMO’s employment with the Company, the Bonus payable shall be pro-rated in accordance with  the percentage of the calendar year that the CMO is an employee of the Company.  3.3 Sign-On Bonus.  The Company agrees to pay CMO an aggregate sign-on bonus  of $100,000 (the “Sign-On Bonus”).  The Sign-On Bonus will be paid in one lump sum in a separate check  on the next regularly scheduled pay date after the Effective Date. The Sign-On Bonus is taxable, and all  regular payroll taxes will be withheld.  The Sign-On Bonus is subject to the following vesting schedule:   1/24th of the Sign-On Bonus shall vest on each monthly anniversary of the Effective Date.  In the event that  





 






  3  CMO’s employment is terminated by the Company for Cause or by CMO without Good Reason (both as  hereinafter defined) prior to the second anniversary of the Effective Date, CMO shall be required to pay  back the Company, within 30 days after such termination, any unvested portion of the Sign-On Bonus as  of the dated of such termination.  3.4 Stock Option.  As soon as practicable following the Effective Date, subject to the  approval of the Board or the Committee, CMO will be granted an option to purchase up to 90,000 shares  of the Company’s Common Stock (the “Base Option”) pursuant to the terms of the Company’s 2017 Equity  Incentive Plan, as amended from time to time (the “Plan”).  The Base Option shall be subject to vesting  such that, subject to CMO’s continued employment with the Company, 1/4 of the shares subject to the Base  Option shall vest as of the first anniversary of the Effective Date and l/48th of the shares subject to the Base  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 Base Option will be equal to the  closing selling price as reported on the Nasdaq Stock Market on the date the Base Option is granted.  The  Base Option will be governed by the Plan and shall be granted pursuant to a separate stock option grant  notice and stock option agreement.  3.5 Expense Reimbursements.  The Company will reimburse CMO for all   reasonable business expenses CMO incurs in conducting his duties hereunder, including all reasonable  Commuting Expenses (as defined below), pursuant to the Company’s usual expense reimbursement  policies; provided that CMO 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 CMO.  “Commuting  Expenses” shall mean all reasonable travel and lodging expenses incurred by CMO in connection with  CMO’s travel from his home in Oak Park, California to the Company’s offices in San Diego, California.  3.6 Changes to Compensation.  CMO’s compensation will be reviewed annually and  may be changed from time to time in the Company’s sole discretion.  3.7 Employment Taxes.  All of CMO’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.  3.8 Benefits.  CMO 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.  3.9 Holidays and Vacation.  CMO 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.  CMO’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  CMO’s employment under this Agreement for Cause (as defined below) by delivery of written notice to  CMO.  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  4.1.2 Termination by the Company without Cause.  The Company may  terminate CMO’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 CMO is so informed, or as otherwise specified  by the Company.  4.2 Termination by CMO.  CMO 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.  4.3 Termination for Death or Disability.  CMO’s employment with the Company  shall automatically terminate effective upon the date of CMO’s death or Disability (as defined in the Plan).  4.4 Termination by Mutual Agreement of the Parties.  CMO’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 CMO’s employment is terminated by death or  Disability, the Company shall pay to CMO, or to CMO’s heirs, CMO’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 CMO and/or CMO’s heirs under this Agreement, except as otherwise provided by law.  4.5.2 Termination for Cause.  If the Company terminates CMO’s employment  for Cause, then the Company shall pay CMO’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 CMO  under this Agreement, except as otherwise provided by law.  4.5.3 Termination by Company without Cause or by CMO for Good  Reason Not In Connection with a Change in Control.  If the Company terminates CMO’s employment  without Cause or if CMO 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 CMO’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 CMO 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 CMO’s termination, and if CMO allows such Release to become  effective in accordance with its terms, then (i) CMO 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 CMO timely elects COBRA coverage, the Company will pay directly to the insurance provider the  premium for COBRA continuation coverage for CMO and CMO’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 CMO, 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 CMO elects  





 






  5  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 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 CMO under this  Agreement, except as otherwise provided by law.  4.5.4 Termination by Company without Cause or by CMO for Good  Reason in Connection with a Change in Control.  If the Company terminates CMO’s employment  without Cause or if CMO 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 CMO’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 CMO furnishes to the Company an executed Release within the time period  specified therein, but in no event later than 45 days following CMO’s termination, and if CMO allows such  Release to become effective in accordance with its terms, then CMO 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 CMO’s unvested Company equity awards, such that CMO  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 CMO 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) CMO’s commission of any crime involving fraud, dishonesty or moral turpitude; (ii) CMO’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) CMO’s intentional,  material violation of any contract or agreement between CMO and the Company or any statutory duty CMO  owes to the Company; or (iv) CMO’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  CMO with written notice thereof and thirty (30) days to cure, or otherwise remedy to the extent possible  under direct control of the CMO, the same.  An occurrence of “Cause” as set forth in the preceding sentence  shall be based upon a good faith determination by the Board.  CMO’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.  





 






  6  4.6.3 “Good Reason” shall mean any of the following actions: (i) the assignment  to CMO of any duties or responsibilities that results in a material diminution in CMO’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 CMO’s function if, following a Change in Control, the CMO 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 CMO’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 CMO’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 CMO to a greater extent than other similarly situated employees; or (iii) a  relocation of CMO’s primary business office to a location more than 50 miles from the location of CMO’s  primary business office as of the effective date of the Change in Control, except for required travel by CMO  on the Company’s business to an extent substantially consistent with CMO’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 CMO 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 CMO 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 3.5, 3.7 and 4 through 18 of this  Agreement will survive the termination of this Agreement.  4.8 Parachute Payment.  If any payment or benefit CMO 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 CMO’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  CMO.  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, CMO 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  





 






  7  determined in accordance with clause (y) in the preceding paragraph, CMO will have no obligation to return  any portion of the Payment pursuant to the preceding sentence.  Unless CMO and the Company agree on an alternative accounting or law firm, the accounting 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 CMO and the Company within 15 calendar days after the date on which  CMO’s right to a Payment is triggered (if requested at that time by CMO or the Company) or such other  time as requested by CMO 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 CMO’s termination of employment unless and until CMO  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 CMO without causing CMO 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 CMO 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 CMO’s Separation  From Service, or (ii) the date of CMO’s death (such applicable date, the “Specified Employee Initial  Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to CMO a lump  sum amount equal to the sum of the Severance Benefit payments that CMO 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, CMO shall receive the Severance  Benefits described above, if and only if CMO 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  





 






  8  paragraph, on the first regular payroll pay day following the effective date of the Release, the Company  will pay CMO the Severance Benefits that CMO 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 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.  CMO has already executed, as a  condition of CMO’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 CMO and CMO’s heirs, executors,  personal representatives, assigns, administrators and legal representatives.  Because of the unique and  personal nature of CMO’s duties under this Agreement, neither this Agreement nor any rights or obligations  under this Agreement shall be assignable by CMO.  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 CMO  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 CMO:  Paul Lizzul, MD  788 Sassafrass Way  Oak Park, CA 91377        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.  





 






  9  This Agreement, including Exhibit A and the PIIA, contains the complete, final and exclusive  agreement of the Parties relating to the terms and conditions of CMO’s employment and the termination of  CMO’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, CMO 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 CMO  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 CMO has been encouraged to consult with, and has consulted with, CMO’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.  CMO represents and warrants that CMO 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  CMO’s execution and performance of this Agreement will not violate or breach any other agreements  between CMO 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 CMO’s  employment with the Company, CMO and the Company agree that any and all disputes, claims, or causes  of action, in law or equity, arising from or relating to CMO’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, CMO and  the Company hereby waive any right to a jury trial.  Both CMO and the Company shall be entitled to all  rights and remedies that either CMO 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 CMO or the Company from obtaining injunctive relief in court to prevent  irreparable harm pending the conclusion of any such arbitration.  Notwithstanding the foregoing, CMO 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 CMO that CMO shall not divulge to the Company  and/or its subsidiaries any confidential information or trade secrets belonging to others, including CMO’s  former employers, nor shall the Company and/or its Affiliates seek to elicit from CMO any such  information.  Consistent with the foregoing, CMO 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.  CMO 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  CMO’s name and/or pictures of CMO taken in the course of CMO’s provision of services to the Company  appear.  CMO hereby waives and releases any claim or right CMO 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     CMO:  /s/ Paul Lizzul      PAUL LIZZUL, MD  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 Employment Agreement  effective _________, 2020, to which this form is attached, I, Paul Lizzul, MD, 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 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:     PAUL LIZZUL, MD