AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (Amendment) is dated effective as of January 27, 2020, by and between Conatus Pharmaceuticals Inc. (the Company), and Alfred P. Spada, Ph.D. (Employee).
WHEREAS, the Company and Employee are parties to that certain Employment Agreement, effective as of December 17, 2008 (as amended, the Original Agreement);
WHEREAS, the Company is currently contemplating a transaction with Histogen Inc., pursuant to an Agreement and Plan of Merger and Reorganization among the Company, Chinook Merger Sub, Inc. and Histogen Inc., dated as of January 28, 2020, pursuant to which Chinook Merger Sub, Inc. would merge with and into Histogen Inc. (the Merger); and
WHEREAS, the Company and Employee desire to amend the Original Agreement on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises herein contained and subject to the closing of the Merger, the parties agree as follows:
1. Section 5(a)(iii) of the Original Agreement. The last sentence of Section 5(a)(iii) of the Original Agreement is hereby amended and restated to read as follows:
If (A) any of the Companys health benefits are self-funded as of the date of termination, or (B) if the Company cannot provide the foregoing benefits in a manner that is exempt from or otherwise compliant with applicable law (including, without limitation, Section 409A of the Code and Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, or (C) the merger contemplated by that certain Agreement and Plan of Merger and Reorganization among the Company, Chinook Merger Sub, Inc. and Histogen Inc., dated as of January 28, 2020 closes, then (x) in the case of clauses (A) and (B), the Company shall instead pay to Employee an amount equal to the monthly plan premium payment for Employee and his eligible dependents who were covered under the Companys health plans as of the date of termination (calculated by reference to Employees premiums as of the date of termination) as currently taxable compensation in substantially equal monthly installments over the COBRA Coverage Period (or the remaining portion thereof), or (y) in the case of clause (C), the Company shall instead pay to Employee a lump sum cash payment in an amount representing the product of (I) the monthly cost for continuation coverage under COBRA for Employee and his eligible dependents who were covered under the Companys health plans as of the date of termination (calculated by reference to the monthly cost for continuation coverage for Employee and such eligible dependents under COBRA as of the date of termination) multiplied by (II) twelve (12) months, which payment shall be paid no later than sixty (60) days following the date of Employees termination of employment; plus