AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (Agreement) is made between Karuna Therapeutics, Inc., a Delaware corporation (the Company), and Stephen Brannan, M.D. (the Executive) and is made effective as of the closing of the Companys first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the Effective Date).
WHEREAS, the Company (formerly, Karuna Pharmaceuticals, Inc.) and the Executive are parties to an employment offer letter, dated February 15, 2017 (the Prior Agreement), which the Company and the Executive intend to amend and restate in its entirety; and
WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue to be employed by the Company on the new terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to amend and restate the Prior Agreement in its entirety as follows:
(a) Term. The term of this Agreement shall commence on the Effective Date and continue until terminated in accordance with the provisions hereof (the Term). The Executives employment with the Company shall be at will, meaning that the Executives employment may be terminated by the Company or the Executive at any time and for any reason, subject to the terms of this Agreement.
(b) Position and Duties. During the Term, the Executive shall serve as the Chief Medical Officer of the Company (CMO) and shall have such powers and duties as may from time to time be prescribed by the Board of Directors (the Board) or the Chief Executive Officer of the Company (the CEO). The Executive shall devote his full time efforts to the business and affairs of the Company; provided that he will be required to travel as necessary for business-related purposes. Notwithstanding the foregoing, the Executive may serve on other boards of directors, with the approval of the Board, or engage in religious, charitable or other community activities or other business activities as long as such services and activities are disclosed to the Board and do not interfere with the Executives performance of his duties to the Company, provided the Executive shall not perform an operational or fundraising role for another for-profit entity.
2. Compensation and Related Matters.
(a) Base Salary. During the Term, the Executives initial base salary shall be paid at the rate of $400,000 per year. The Executives base salary shall be reviewed annually by the Board or the Compensation Committee of the Board (the Compensation Committee). The base salary in effect at any given time is referred to herein as Base Salary. The Base Salary shall be payable in a manner that is consistent with the Companys usual payroll practices for executive officers.