Exhibit 10.22
AMENDED AND RESTATED Executive EMPLOYMENT AGREEMENT
This Amended and Restated Executive Employment Agreement (the “Agreement”) is made and entered into as of May 27, 2021 (the “Effective Date”), by and between Precision BioSciences, Inc. (the “Company”), and Alex Kelly (“Executive”). The Company and Executive are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” This Agreement amends, restates and supercedes that certain Executive Employment Agreement by and between with an effective date of October 5, 2020 (the “Prior Agreement”), and as of the Effective Date the Prior Agreement shall be terminated in all material respects and shall be of no further force or effect and neither the Company nor Executive shall have any further rights or obligations thereunder.
BACKGROUND
The Company wishes to employ Executive on the terms set forth in this Agreement, and Executive wishes to accept such employment on the same terms.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:
3.7 Relocation Assistance. Following the Prior Effective Date, Executive was eligible for relocation assistance in accordance with, and subject to the terms, conditions and eligibility requirements of, the Tier I Relocation Policy through Berkshire Hathaway in connection with relocation from Westfield, New Jersey to North Carolina. In the event that Executive’s employment is terminated for Cause or if Executive voluntarily terminates without Good Reason (both defined below), Executive shall repay the relocation assistance as follows: (i) termination up to and including the 1st anniversary of the Prior Effective Date, Executive shall repay one hundred percent (100%) of all relocation expenses paid to Executive or on Executive’s behalf, and (ii) termination after the 1st anniversary of the Prior Effective Date and up to and including the 2nd anniversary of the Prior Effective Date, Executive shall repay a prorated portion of all relocation expenses paid to Executive or on Executive’s behalf. The pro-rated repayment amount will be calculated as follows: [Total Relocation Expenses Paid] minus [1/24th x [Total Relocation Expenses Paid] x Number of full months worked]. All repayment must be made no later than 45 days after Executive’s last day of employment.
Provided, however, that prior to termination based on Sections 4.2.1, 4.2.6 or 4.2.7, Executive shall be given written notice of the facts allegedly constituting Cause and a ten (10) day opportunity to cure.
Executive cannot terminate Executive’s employment for Good Reason unless Executive has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within thirty (30) days of the initial existence of such grounds and the Company has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances. If the Executive does not terminate Executive’s employment for Good Reason within sixty (60) days after the first occurrence of the applicable grounds, then the Executive will be deemed to have waived Executive’s right to terminate for Good Reason with respect to such grounds.
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[Signature Page for Employment Agreement]
IN WITNESS WHEREOF, the parties have entered into this Agreement on the day and year first written above.
ALEX KELLY
/s/ Alex Kelly_____________________________
Precision Biosciences, Inc.
By: /s/ Matthew Kane ______________________
Title: Chief Executive Officer ________________
EXECUTIVE EMPLOYMENT AGREEMENT AMENDMENT
This Executive Employment Agreement Amendment (the “Amendment”) is made as of November 7, 2022, by and among Precision BioSciences, Inc. (the “Company”) and the individual whose name appears on the signature page hereto (the “Executive”). Except as set forth in this Amendment, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement (as defined below).
WITNESSETH
WHEREAS, the Executive previously entered into an executive employment agreement with the Company (the “Employment Agreement”); and
WHEREAS, the Executive and the Company each desire to amend the terms of the Employment Agreement as set forth in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and the Company hereby agree to the following:
“a material, adverse change in Executive’s title, authority, duties, or responsibilities (other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable law), provided that this shall not apply following an acquisition of or merger by the Company if Executive is provided with similar title, responsibilities, duties and authority in a larger organization, but only with respect to the business of the Company and its subsidiaries;”
[signature page follows]
IN WITNESS WHEREOF, the Company and the Employee have executed this Amendment as of the date first written above.
PRECISION BIOSCIENCES, INC.
By: /s/ Michael Amoroso
Name: Michael Amoroso
Title: Chief Executive Officer
EXECUTIVE
/s/ John Alexander Kelly
John Alexander Kelly