EXECUTIVE SEVERANCE AGREEMENT
This Executive Severance Agreement (the Agreement) is entered into as of June 2, 2019, by and between John West (Executive) and Personalis, Inc. (the Company). This Agreement is intended to provide Executive with certain benefits described herein upon the occurrence of specific events.
A. The Companys Board of Directors (the Board) believes it is in the best interests of the Company and its shareholders to retain Executive and provide incentives to Executive to continue in the service of the Company.
B. The Board further believes that it is imperative to provide Executive with certain benefits upon termination of Executives employment, which benefits are intended to provide Executive with financial security and sufficient income and encouragement to Executive to remain with the Company.
C. To accomplish the foregoing objectives, the Board has directed the Company, upon execution of this Agreement by Executive, to agree to the terms provided in this Agreement.
Now, therefore, in consideration of the mutual promises, covenants and agreements contained herein, the parties hereto agree as follows:
1. At-Will Employment; Severance Benefits. Executives employment is at-will, which means that the Company may terminate Executives employment at any time, with or without Cause or advance notice. Similarly, Executive may resign Executives employment at any time, with or without advance notice, and with or without Good Reason. Executive shall not receive any compensation of any kind, including, without limitation, equity award vesting acceleration and severance benefits, following Executives last day of employment with the Company, except as expressly provided herein.
(a) Involuntary Termination. If Executives employment with the Company is terminated by the Company without Cause (and other than as a result of death or disability), or Executive resigns for Good Reason, then provided such termination constitutes a separation from service (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a Separation from Service), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following Severance Benefits:
(i) The Company shall pay a lump sum cash payment equal to twelve (12) months of Executives base salary in effect as of the date of Executives employment termination (ignoring any reduction that results in Good Reason), subject to standard payroll deductions and withholdings (the Severance). The Severance will be paid in a lump sum on the sixtieth (60th) day following Executives Separation from Service, provided the Separation Agreement (as discussed below) has become effective.