Amendment to Employment Agreement for Steve Forte as of March 31, 2025

Amendment to the EMPLOYMENT AGREEMENT
 

This Amendment to the Employment Agreement (the "Amendment") is entered into as of March 31, 2025 (the “Effective Date of the Amendment”), by and between Steve Forte (the "Executive") and Repare Therapeutics Inc. (the "Company").

Whereas the Company and the Executive entered into an employment agreement dated June 12, 2020 (the "Employment Agreement");

WHEREAS the Company wishes to promote the Executive to Chief Executive Officer of the Company and to amend the Employment Agreement in accordance with Section 17 of the Employment Agreement, subject to the terms and conditions provided herein;

NOW THEREFORE, it is hereby agreed by and between the parties hereto as follows:

(b) The Executive will receive a cash bonus opportunity in connection with the completion of a Change in Control or other restructuring transaction (the “Deal Bonus”). The Executive and the Company shall negotiate in good faith the amount and the other terms and conditions of the Deal Bonus to be established by the Compensation Committee in its discretion, and such amount and the other terms and conditions of the Deal Bonus shall be memorialized by no later than execution of a definitive agreement for such Change in Control or other restructuring transaction (the “Deal Execution Date”), and the Deal Bonus would be payable upon closing thereof (the “Deal Closing Date”). To qualify for the Deal Bonus, the Executive must remain continuously employed with the Company until the Deal Execution Date. If the Executive remains continuously employed with the Company until the Deal Execution Date, the Executive shall be entitled to receive the Deal Bonus on the Deal Closing Date even if the Executive’s employment is terminated prior to the Deal Closing Date (unless the Executive’s employment has been terminated by the Company for Cause).

The Company shall reimburse the Executive the legal fees incurred in connection with entering into the present Amendment, up to a maximum of $5,000, payable upon the Executive’s presentation of valid receipts, expense statement or other supporting documentation for such expenses as the Company may reasonably require.

(d) an Annual Bonus paid at the Target Bonus level for the calendar year in which the Executive’s employment is terminated, pro-rated for the period from the beginning of the calendar year up to the Termination Date ((a) through (d) collectively, the “Severance Benefits”).

5.7 Change in Control Termination. Notwithstanding any other provision contained herein, if a Change in Control occurs, or if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive’s death or Disability), within 90 days prior to the execution of a definitive agreement for such Change in Control, the Executive shall be entitled to receive the Accrued Obligations and any earned but unpaid Annual Bonus for the year immediately preceding the year in which the Change in Control occurs or the Executive’s employment terminates, as the case may be, and subject to the Executive’s compliance with Section 7, Section 8, Section 9 and Section 10 and his execution of a Release, and such Release becoming effective, the Executive will be entitled to receive:

For purposes of the Employment Agreement, “Change in Control” has the meaning ascribed to such term in the EIP.

[Signature page follows]

In witness whereof, the Amendment has been executed by the parties hereto on the date provided herein.