AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (Agreement) is entered into as of September 20, 2019 by and between Frequency Therapeutics, Inc. (the Company), a Delaware corporation, and Christopher Loose (Executive) and will become effective, if at all, upon the date of closing of the Companys initial public offering of stock pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the Effective Date).
WHEREAS, the Executive currently serves as Chief Scientific Officer of the Company pursuant to that certain Employment Agreement, dated as of April 27, 2016, by and between the Company and the Executive (the Original Employment Agreement); and
WHEREAS, the Executive and the Company mutually desire to amend and restate the Original Employment Agreement in its entirety, and, in connection therewith, to provide for the continued services and employment of the Executive by the Company, upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual covenants and obligations contained in this Agreement, the parties, intending to be legally bound, hereby agree as follows:
1. Position and Duties. Effective on the Effective Date, Executive will continue to be employed to serve on a full-time basis as Chief Scientific Officer (CSO), responsible for such duties as are consistent with such position, plus such other duties as may from time to time be assigned by the Chief Executive Officer (CEO) of the Company, and subject to the other terms and conditions herein provided. Executive shall report to the CEO of the Company, and he agrees to devote his full business time, best efforts, skill, knowledge, attention and energies to the advancement of the Companys business and interests and to the performance of his duties and responsibilities as an employee of the Company, provided, however, that the Company understands the Executive may remain Adjunct Faculty at Yale University at a level upon which the Company and Executive mutually agree. Executive may also serve on boards of directors of entities that do not compete with the Company and may engage in religious, charitable and other community activities, provided that such activities do not individually or in the aggregate interfere with the performance of Executives duties under this Agreement, violate the Companys standards of conduct then in effect, or raise a conflict under the Companys conflict of interest policies.
2. Term. Executives employment under this Agreement shall commence on the Effective Date and shall end upon the earlier of the date the Company terminates Executives employment under Section 7 or 8 or Executives employment terminates under Section 8 or 9 (such period, the Term).
3. Base Salary. During the Term, Executives base salary will be at the monthly rate of $35,416.67 (equivalent to an annualized base salary of $425,000.00), less all applicable withholding taxes and authorized deductions, to be paid in installments in accordance with the Companys regular payroll practices.