November 20, 2019
PERSONAL AND CONFIDENTIAL
On September 11, 2019, you notified DermTech, Inc. (the Company) that you elected to terminate your employment with the Company for good reason during a change of control period as defined in the employment agreement between you and the Company dated April 1, 2014 (the Employment Agreement). Your last day of employment was October 15, 2019 (the Termination Date). This letter outlines the terms of certain benefits and payments to you.
1. Payment Through and After Termination. You have received all of your wages and paid time off as of the date you execute this Agreement. Further, you remain entitled to your 10-year Warrant for 13,101 shares granted December 2013 (your Warrant), which is already fully vested and expires on December 17, 2023. In addition, your 72,632 Restricted Stock Units, which are all fully vested and undelivered as of the Termination Date and as of the date hereof, will be delivered to you on December 31, 2019. After the Termination Date, you will be not be eligible to remain in the Companys benefit programs, except for your continued participation in the health plan as described below. You will receive your COBRA notice after the Termination Date.
2. Severance and COBRA. If you sign (and do not revoke) this Agreement, pursuant to the instructions below, the Company will pay you severance in the total gross sum of $278,416, less applicable payroll withholdings (the Severance) The Severance will be paid in a lump sum, provided you do not revoke this Agreement, as you are entitled to do as set forth below, on April 16, 2020, which is six months and one day from the Termination Date, the date of your separation from service as defined in the appropriate IRS regulations. In addition, if you sign and do not revoke this Agreement, if you elect COBRA, the Company will reimburse your COBRA premiums on April 16, 2020 that have accrued as of that date and the Company will then reimburse any remaining COBRA premiums on a monthly basis thereafter, up to a maximum of twelve months total from the Termination Date.
3. Equity in the Company. In connection with the merger with Constellation Alpha Capital Corp. (the Merger), the Board of Directors of the Company previously fully accelerated all of your Restricted Stock Units (RSUs) and stock options, including the following equity awards that remain outstanding as of the date hereof: 19,515 RSUs granted March 14, 2016, 18,873 RSUs granted February 10, 2017, and 34,244 RSUs granted January 25, 2018, each as adjusted for the conversion ratio associated with and the one-for-two reverse stock split that occurred immediately after the Merger. In addition, you also currently own the Warrant and 59,685 shares of Company common stock. As additional consideration for this Agreement, the Company will release the lockup on your currently held shares once your Affiliate status is no longer valid. Other than as set forth herein, you agree and acknowledge that you have no right to, nor do you own, any equity interest in the Company or its affiliates, and you will make no claim to such equity in the future.
4. Acknowledgments. You expressly acknowledge and agree to the following:
(i) You have returned on the Termination Date all Company documents (whether in hard copy or electronic form and any copies thereof) and property (including, without limitation, all cell phones, laptops and other company equipment) unless other agreements were made for you to purchase the company laptop, and that you shall abide by the provisions of the Employee Non - Disclosure, Confidentiality and Invention Assignment Agreement (the Employee Agreement ), you signed when you commenced your employment, the