AMENDED AND RESTATED CONSULTING AGREEMENT
THIS AMENDED AND RESTATED CONSULTING AGREEMENT (this Agreement) is entered into by and between Zeno Management, Inc., a Delaware corporation (the Company) and a wholly owned subsidiary of Zentalis Pharmaceuticals, LLC (the Parent), and Cam Gallagher (Consultant), and shall be effective as of February 25, 2020 (the Effective Date).
WHEREAS, the Company and Consultant are parties to that certain Consulting Agreement dated February 1, 2019 (the Original Agreement); and
WHEREAS, the Company and Consultant desire to amend and restate the Original Agreement, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have the following meanings:
(a) Board means the Board of Directors of the Company.
(b) Cause means any of the following:
(i) Consultants unauthorized use or disclosure of confidential information or trade secrets of the Company or its affiliates or any material breach of a written agreement between Consultant and the Company or any affiliate, including without limitation a material breach of any confidentiality, non-compete, non-solicit or similar agreement;
(ii) Consultants commission of, indictment for or the entry of a plea of guilty or nolo contendere by Consultant to, a felony under the laws of the United States or any state thereof or any crime involving dishonesty or moral turpitude (or any similar crime in any jurisdiction outside the United States);
(iii) Consultants gross negligence or willful misconduct or Consultants willful or repeated failure or refusal to substantially perform his services under this Agreement;
(iv) any act of fraud, embezzlement, material misappropriation or dishonesty committed by Consultant against the Company or its affiliates; or
(v) any acts, omissions or statements by Consultant which the Company reasonably determines to be materially detrimental or damaging to the reputation, operations, prospects or business relations of the Company or its affiliates;
provided, however, that prior to the determination that Cause under clauses (i), (iii), (iv) or (v) of this Section 1(b) has occurred, the Company shall (A) provide to Consultant in writing, in reasonable detail, the reasons for the determination that such Cause exists, (B) other than with respect to clause (v) above which specifies the applicable period of time for Consultant to remedy