SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this Amendment) is entered into as of June 12, 2019, by and between G1 Therapeutics, Inc., a Delaware corporation (the Company) and Rajesh Malik (the Employee).
WHEREAS, Employee and the Company entered into an Employment Agreement effective as of July 1, 2014 (as previously amended, the Employment Agreement);
WHEREAS, Employee and the Company wish to alter certain terms of the Employment Agreement, particularly with respect to Employees severance compensation provision; and
WHEREAS, in light of the foregoing, and to make severance consistent among the executive team, Employee and the Company desire to mutually and voluntarily amend the Employment Agreement pursuant to the terms as set forth herein.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows.
1. AMENDMENT TO SECTION 4(b) OF THE EMPLOYMENT AGREEMENT. Section 4(b) of the Employment Agreement is modified by replacing the existing Section 4(b) in its entirety with a new Section 4(b) as follows:
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SEPARATION BENEFIT UPON CERTAIN TERMINATIONS. If the Company terminates Employees employment without Cause (as defined below), or if Employee resigns Employees employment for Good Reason (as defined below), then conditioned upon Employee executing a Release (as defined below) following such termination, Employee will be entitled to receive an amount equal to payment of Employees then-current Base Salary for a period of twelve (12) months (the Separation Benefit). The Separation Benefit is conditioned upon Employee executing a release of claims in a form satisfactory to the Company (the Release) within the time specified therein, which Release is not revoked within any time period allowed for revocation under applicable law. The Separation Benefit will be payable to Employee over time in accordance with the Companys payroll practices and procedures beginning on the sixtieth (60th) day following the termination of Employees employment with the Company, provided that the Company, in its sole discretion, may begin the payments earlier. For avoidance of doubt, the termination of Employees employment as a result of Employees death or disability (meaning the inability of Employee, due to the condition of Employees physical, mental or emotional health, effectively to perform the essential functions of Employees job with or without reasonable accommodation for a continuous period of more than 90 days or for 90 days in any period of 180 consecutive days, as determined by the Board in its sole discretion in consultation with a physician retained by the Company) will not constitute a termination without Cause triggering the rights described in this Section 4(b).