MIRAGEN THERAPEUTICS, INC.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the Agreement), dated as of September 14, 2020 (the Effective Date), is by and between Miragen Therapeutics, Inc., a Delaware corporation (the Company), and Lee Rauch (Executive).
WHEREAS, Executive has been employed by the Company as its Chief Operating Officer pursuant to an employment agreement with the Company dated June 16, 2020 (the Prior Agreement);
WHEREAS, the Company desires to continue to employ Executive, now in the capacity of President and Chief Executive Officer (CEO) pursuant to the terms of this Agreement and, in connection therewith, to compensate Executive for Executives personal services to the Company; and
WHEREAS, Executive wishes to continue to be employed by the Company and provide personal services to the Company in return for certain compensation.
NOW, THEREFORE, in consideration of the promises and mutual undertakings, obligations, and covenants contained herein and for other good and valuable consideration, the Company and Executive hereby agree as follows:
1. At-Will Employment. Executive shall be employed by the Company on an at-will basis, meaning either the Company or Executive may terminate Executives employment with the Company at any time for any reason whatsoever, with or without cause, subject to the provisions of Sections 7 and 8 herein. Any contrary representations that may have been made to Executive shall be superseded by this Agreement. This Agreement shall constitute the full and complete agreement between Executive and the Company on the at-will nature of Executives employment with the Company, which cannot be changed except in a writing signed by both Executive and the Board of Directors of the Company (or a duly authorized committee thereof, if applicable, including the Compensation Committee of the Board) (the Board). Any rights of Executive to additional payments or other benefits from the Company upon any such termination of employment shall be governed by Section 8 of this Agreement.
2. Position; Board Role. Subject to the terms set forth herein, the Company agrees to employ Executive in the position of President and CEO, and Executive hereby accepts such employment. Executive shall serve as a Director of the Board while this Agreement is in effect. Executives duties under this Agreement shall be to serve as President and CEO with the responsibilities, rights, authority and duties pertaining to such offices as are established from time to time by the Board, and Executive shall report to the Board. Executive shall perform her duties under this Agreement principally out of the Companys Boulder, Colorado office, or such other location as assigned. In addition, the Executive shall make such business trips to such places as may be necessary or advisable for the efficient operations of the Company.
3. Commitment. Executive will devote substantially all of her business time and best efforts to the performance of her duties hereunder; provided, however, that Executive shall be allowed, to the extent that such activities do not interfere with the performance of her duties and