Exhibit 10.6

AMENDED AND RESTATED

EMPLOYMENTAGREEMENT

ThisAMENDEDANDRESTATEDEMPLOYMENTAGREEMENT(this“Agreement”) is made and entered into as of April 14, 2026, by and between Kailera Therapeutics, Inc., a Delaware corporation (the “Company”), and Jamie Coleman (the “Executive”), and will be effective as of the Effective Date (as defined below). Certain capitalized terms used, but not otherwise defined, in this Agreement are defined in Section 6 hereof.

WHEREAS,theCompanyandExecutivepreviouslyenteredintothatcertainEmployment Agreement, dated as of January 3, 2025 (the “Prior Agreement”);

WHEREAS,effectiveonthedateuponwhichtheRegistrationStatementonFormS-1filed with the Securities and Exchange Commission relating to the registered underwritten public offeringoftheCompany’scommonstockbecomeseffective(the“EffectiveDate”),theCompany desires to continue to benefit from the services of the Executive, and the Executive desires to continue to render such services, on the terms and conditions set forth in this Agreement; and

WHEREAS, effective as of the Effective Date, this Agreement will supersede the Prior Agreement in all respects.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, the Company and the Executive agree as follows, effective on the Effective Date:

1.

Employment,PositionandDuties.

(a)

TheExecutivewillcontinuetobeemployedbytheCompany,onafull-time basis,astheChiefCommercialOfficeroftheCompany,reportingtotheCompany’sChief Executive Officer (the “CEO”).

(b)

TheCompanyandExecutiveacknowledgethatExecutive’semploymentis and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason (subject to the notice requirements of Section 4(a)). This “at-will” nature of Executive’s employment shall remain unchanged during Executive’s tenure as an employee and may not be changed, except in an express writing signed by Executive and a duly authorized officer of the Company. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, award or compensation other than as provided in this Agreement or otherwise agreed to in writing by a duly authorized officer of the Company or as provided by applicable law.

(c)

The Executive agrees to perform the duties and responsibilities of the Executive’s positions, and such other duties and responsibilities as areappropriate for the Executive’s positions and as may reasonably be assigned to the Executive from time to timebytheCEO.Subjecttothebelow,theExecutivealsoagreesthat,whileemployedby the Company, the Executive will devote the Executive’s full business time and the Executive’sbestefforts,businessjudgment,skillandknowledgeexclusivelytothe advancement of

the business interests of the Company and its Affiliates and to the dischargeoftheExecutive’sdutiesandresponsibilitiesforthem.TheExecutiveshallnot (i)engagein any otherbusiness activity, except as maybeexpressly approved in advance bytheCEOinwriting,withtheCEOtoconsideringoodfaithanyreasonablerequestmade bytheExecutivepursuanttothisclause(i),or(ii)serveinanyindustry,trade,professional, governmentaloracademicpositionduringtheExecutive’semployment,exceptasmaybe expressly approved in advance by the CEO in writing, with approval of any service contemplated by this clause (ii) not to be unreasonably withheld; provided, however, that theExecutivemayparticipateintheactivitiessetforthonExhibitAofthePriorAgreement and may, without advance consent, participate in charitable and/or civic activities and engage in personal investment activities, in each case, to the extent such activities, individually or in the aggregate, do not materially interfere with the performance of the Executive’s duties under this Agreement, create a conflict of interest or violate any restrictivecovenantbywhichtheExecutiveisboundinfavoroftheCompanyoranyofits Affiliates. Executive shall be permitted to work remotely and periodically travel to the Company’s office(s) as reasonably requested. Executive shall be required to travel from timetotimeasnecessaryforbusinesspurposesandshallmaintainavalidpassportandthe ability to travel at all times.

2.

Compensation and Benefits. During the Executive’s employment hereunder, as compensation for all services performed by the Executive for the Company and its Affiliates, the Company will provide the Executive with the following compensation and benefits:

(a)

Base Salary. The Company will pay the Executive a base salary at the rate of $468,000 per year (pro-rated for partial years of employment), in accordance with the regular payroll practices of the Company and subject to increase from time to time as determinedbytheCompensationandTalentCommittee(the“CompensationCommittee”) of the Company’s Board of Directors (the “Board”), in its sole discretion (with such base salary,asincreasedfromtimetotime,the“BaseSalary”).Notwithstandinganythingtothe contrary in the foregoing, the Base Salary may be reduced, on a proportionate basis, in connection with an across-the-board base salary reduction applicable to all senior executives of the Company.

(b)

Bonus Compensation. For each fiscal year completed during the Executive’s employment under this Agreement, the Executive will be eligible to earn an annual bonus (each, an “Annual Bonus”), pursuant to the Company’s bonus plan as in effectfromtimetotime(the“BonusPlan”).TheExecutive’stargetAnnualBonuswillbe 40% of the Base Salary (the “Target Bonus”), with the actual amount of any such Annual Bonus to be reasonably determined by the Compensation Committee in accordance with the Bonus Plan, based on the Executive’s performance and the Company’s performance againstgoalsreasonably establishedbytheCompensationCommitteefortherelevantfiscal year.ExceptasprovidedinSection4,inordertoreceiveanyAnnualBonushereunder,the Executive must be employed with the Company through the date on which such Annual Bonusispaid.AnyAnnualBonusduetotheExecutivewillbepaidinaccordancewiththe Bonus Plan.

(c)

Equity. The Executive will be eligible for grants of equity or equity-based awardsunderanyequitycompensationplansoftheCompanyasineffectfromtimetotime at the discretion of the Board.

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(d)

Participation in Employee Benefit Plans. The Executive will be entitled to participate in all Company employee benefit plans from time to time in effect for the Company’s senior executives of comparable status, except to the extent such plans are duplicativeofbenefitsotherwiseprovidedtotheExecutiveunderthisAgreement,inwhich event this Agreement shall control unless this Agreement expressly provides otherwise. TheExecutive’sparticipationinCompanybenefitplanswillbesubjecttothetermsofthe applicable plan documents and generally applicable Company policies, as the same may be in effect from time to time, and any other restrictions or limitations imposed by law. Nothing in this Agreement shall preclude the Company from amending, terminating or replacing any of its plans at any time.

(e)

Paid Time Off. The Executive will be entitled to paid time off (“PTO”) in accordance with the policies of the Company as in effect for the Company’s senior executivesofcomparablestatus,asin effect fromtimetotime. PTOmaybetaken atsuch times and intervals as the Executive shall determine, subject to the Company’s business needs.

(f)

Business Expenses. The Company will pay or reimburse the Executive for all reasonable business expenses incurred or paid by the Executive in the performance of theExecutive’sdutiesandresponsibilitiesfortheCompany,subjecttotheCompanypolicy as in effect from time to time and to such reasonable substantiation and documentation as maybespecifiedbythe Companyfromtimetotime.TheExecutive’srighttopaymentor reimbursementhereundershallbesubjecttothefollowingadditionalrules:(i)the amount ofexpenseseligibleforpaymentorreimbursementduringanycalendaryearshallnotaffect theexpenseseligibleforpaymentorreimbursementinanyothercalendaryear;(ii)payment or reimbursement shall be made not later than December 31stof the calendar yearfollowingthecalendaryearinwhichtheexpenseorpaymentwasincurred;and(iii)theright to payment orreimbursement shall not besubject to liquidation orexchange for any other benefit.

(g)

Key Man Life Insurance. The Company shall have the right to insure the life of the Executive for the Company’s sole benefit, and if the Company exercises this right, the Company shall determine the amount of insurance and the type of policy obtained. The Executive shall reasonably cooperate with the Company in obtaining such insurance by submitting to reasonable physical examinations, supplying all information reasonably required by any insurance carrier and executing all necessary documents reasonably required by any insurance carrier; provided, that, any information provided to an insurance company or broker shall not be provided to the Company without the prior written authorization of the Executive. The Executive shall incur no financial obligation by executing any required document and shall have no interest in any such policy.

(h)

D&O Insurance; Indemnification. During the Executive’s period of employmentwiththeCompanyandthereafter,theCompanyshallmaintainD&O insuranceapplicabletoExecutivewithtermsthatarecustomaryforanorganizationsimilar tothatoftheCompany.Inaddition,theCompanyshalldefendandindemnifytheExecutive to the maximum extent allowable under its articles of organization, by-laws and charter and under applicable law.

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3.

TerminationofEmployment.TheExecutive’semploymentunderthisAgreement shall continue until terminated pursuant to this Section 3.

(a)

By the Company for Cause. The Company may terminate the Executive’s employment for Cause upon notice to the Executive setting forth in reasonable detail the nature of the Cause. For purposes of this Agreement, “Cause” shall mean the occurrence of any of the following: (i) the Executive’s willful and repeated refusal to comply with a lawfuldirectiveoftheBoardortheCEO(otherthanduetophysicalormentalincapacity),(ii)the Executive’s gross negligence or willful misconduct in the performance of the Executive’s duties and responsibilities to the Company or any of its Affiliates, (iii) the Executive’suseofillegaldrugs(whetherornotattheworkplace)orothersimilarconduct, even if not in conjunction with the Executive’s duties to the Company or any of its Affiliates, which could reasonably be expected to, or which does, cause the Company or any of its Affiliates to public disgrace or disrepute or material economic harm; (iv) the Executive’s material and willful breach of (A) this Agreement, (B) any Restrictive Covenant Agreement (as defined below) or (C) any written Company policy or code of ethicsorbusinessconduct,ineachcase,applicabletotheExecutive’sposition,asineffect from time to time, of which the Executive has received prior written notice, (v) the Executive’s indictment for (or procedural equivalent thereof), or plea of guilty or nolo contendereto (A)afelonyor(B)any crimeinvolvingmoralturpitude(otherthan,in each case, a traffic related offense); or (vi) fraud, theft, embezzlement, unlawful harassment or other intentional misconduct by the Executive that is or could reasonably be expected to be materially harmful to the business interests or reputation of the Company or any of its Affiliates.Further,Causeshallnotexisthereunder,inthecaseofclauses(i)or(iv)above, unless (I) the Company provides the Executive with written notice of the event(s) alleged to constitute Cause thereunder; and (II) if such event(s) are susceptible to cure, the Executive has a fifteen (15)-day period in which to cure such event(s) following the Executive’s receipt of such written notice, and the Executive fails to cure such event(s).

(b)

By the Company without Cause. The Company may terminate the Executive’s employment at any time without Cause.

(c)

By the Executive for Good Reason. The Executive may terminate the Executive’s employment for Good Reason. For purposes of this Agreement, “GoodReason”shallmean,withouttheExecutive’sconsent,(i)anydiminutionintheBaseSalary orTargetBonus,unlesssuchdiminutionisnogreaterthan10%andapplied across-the-board to all similarly-situated executives of the Company on a proportionate basis, (ii) any material diminution in the Executive’s titles, authority, duties or responsibilities, (iii) a permanent reassignment of the Executive’s primary office to a locationmorethanthirty-five(35)milesawayfromtheExecutive’sthen-currentprincipal placeofemployment(provided,that,GoodReasonshallnotexistpursuanttothisclause(iii)iftheExecutiveispermittedtoworkremotely,inwhichcase,anymaterialadversechangetoExecutive’sremoteworkarrangementshallinsteadconstituteGoodReason),or(iv)a material breach by the Company of this Agreement, any Restrictive Covenant Agreement or any of the Equity Documents (defined as the documents governing any equity or equity-based interests of the Company or any Affiliate thereof that are held by the Executive); provided, however, that Good Reason shall not exist hereunder unless the Executive has provided the Company with written notice of the event(s) alleged to constitute Good Reason within sixty (60) days after the date on which the Executive first obtains knowledge of the occurrence of the event(s) alleged to constitute Good Reason,

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and the Company has failed to cure such event(s) within thirty (30) days following its receipt of such written notice. The Executive may terminate the Executive’s employment forGoodReasonatanytimewithinthethirty(30)-dayperiodafterthethirty(30)-daycure period has expired, and if the Executive fails to effect such a termination, then the Executivewill bedeemed to haveirrevocably waived theright to resign forGoodReason on the basis of such event(s).

(d)

BytheExecutiveotherthanforGoodReason.TheExecutivemayterminate the Executive’s employment at any time upon thirty (30) days’ written notice to the Company. In the event of such resignation, the Company may accelerate the date of the Executive’s termination without such acceleration constituting a termination by the Company hereunder.

(e)

Death and Disability. The Executive’s employment hereunder shall automatically terminate in the event of the Executive’s death during employment. The Company may terminate the Executive’s employment, upon written notice to the Executive, in the event that the Executive becomes disabled during the Executive’s employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature, whereby, as a result, the Executive is unable to perform substantially all of the Executive’s duties and responsibilities hereunder, even with a reasonableaccommodation,foraperiodofonehundredtwenty(120)consecutivedaysor one hundred and fifty (150) days (whether or not consecutive) during any period of three hundred sixty-five (365) consecutive days. If any question shall arise as to whether the ExecutiveisdisabledtotheextentthattheExecutiveisunabletoperformsubstantiallyall of the Executive’s duties and responsibilities for the Company and its Affiliates, the Executiveshall,attheCompany’srequestand cost,submittoamedicalexaminationbya physicianselectedbytheCompanytowhomtheExecutiveortheExecutive’sguardian,if any, has no reasonable objection to determine whether the Executive is so disabled, and suchdeterminationshallforpurposesofthisAgreementbeconclusiveoftheissue.Ifsuch a question arises and the Executive fails to submit to the requested medical examination, the Company’s good faith, reasonable determination of the issue shall be binding on the Executive.

4.

OtherMattersRelated toTermination.

(a)

NoticeofTermination.AnyterminationofExecutive’semploymentbythe Company or by Executive under Section 3 (other than termination due to Executive’s death)shallbecommunicatedbyawrittennoticetotheotherpartyhereto(i)indicatingthe specificterminationprovisioninthisAgreementreliedupon,(ii)settingforthinreasonable detailthefactsandcircumstancesclaimedtoprovideabasisforterminationofExecutive’s employment under the provision so indicated, if applicable, and (iii) specifying a Termination Date (as defined below) which, if submitted by Executive, shall be at least thirty (30) days following the date of such notice (a “Notice of Termination”); provided, however,thatintheeventthatExecutivedeliversaNoticeofTerminationtotheCompany, the Company may, in its sole discretion, change the Termination Date to any date that occurs on or following the date of the Company’s receipt of such Notice of Termination andispriortothedatespecifiedinsuchNoticeofTermination andsuchterminationshall still be considered a termination by the Executive. A Notice of Termination submitted by theCompanymayprovideforaTerminationDateonthedateExecutivereceivestheNotice of Termination, or any date thereafter elected by the Company in its sole discretion. The failure by the Company or Executive to set forth in the

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Notice of Termination any fact or circumstancewhichcontributestoashowingofCauseorGoodReasonshallnotwaiveany right of such party hereunder or preclude such party from asserting such fact or circumstance in enforcing such party’s rights hereunder.

(b)

Final Compensation. In the event of a termination of the Executive’s employment with the Company, howsoever occurring, the Company shall pay to the Executive (i) any Base Salary earned through, but unpaid as of, the date on which the Executive’s employment terminates (the “Termination Date”) and (ii) reimbursement, in accordance with Section 2(f) hereof, for reasonable business expenses incurred by the Executive,butnotyetpaidtotheExecutive,asoftheTerminationDate,providedthatthe Executive submits all such expenses and required supporting documentation within sixty (60) days after the Termination Date, and provided further that such expenses are reimbursable under Company policies then in effect (all of the foregoing, “FinalCompensation”). Except as otherwise provided in this Section 4(b), Final Compensation will be paid to the Executive within thirty (30) days following the Termination Date or such shorter period required by law.

(c)

SeveranceBenefitsuponTerminationbytheCompanywithoutCauseorbythe Executive for Good Reason. In the event of any termination of the Executive’s employment by the Company without Cause under Section 3(b) or by the Executive for Good Reason under Section3(c), then, except as otherwise provided in Section 4(d), the Company will provide tothe Executive, in addition to Final Compensation, the following (the “Non CIC Severance Benefits”):

(i)

theBaseSalary(withoutgivingeffecttoanyreductionthattriggered Good Reason) for a period of twelve (12) months following the Termination Date (“Severance Period”), payable in substantially equal installments on the Company’s regularly scheduled salary payment dates in conformity with the Company’s general payroll practices as in effect from time to time (the “Non-CIC Severance Payments”);

(ii)

anyAnnualBonusearnedinrespectofapriorfiscalyearwhichhas not yet been paid as of the Termination Date, payable at such time as when such Annual BonuswouldotherwisehavebeenpaidinaccordancewiththeBonusPlan,butwithoutthe requirement of continued employment;

(iii)

a pro-rated Annual Bonus for the fiscal year in which the Termination Date occurs, determined by multiplying (A) the Annual Bonus that would have been due to the Executive for the entire fiscal year had the Executive’s employment notterminated,ifany,by(B)afraction,thenumeratorofwhichisthenumberofdaysthat the Executive was employed with the Company during such fiscal year and the denominatorofwhichisthetotalnumberofdaysinsuchfiscalyear,whichsuchpro-rated AnnualBonusshallbepayableintheordinarycourseassetforthinSection 2(b);provided that such payment shall occur no later than March 15 of the year following the year in which the Termination Date occurs; and

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(iv)

intheeventtheExecutiveiseligibleforandtimelyelectstocontinue theExecutive’scoverage,and,ifapplicable,thatoftheExecutive’seligibledependents,in the Company’s group health plans under the federal law known as “COBRA” or similar state law (together, “COBRA”), the Company shall pay the Company’s portion of the contributionstothecostofCOBRAcoverageonbehalfoftheExecutive,and,ifapplicable, the Executive’s eligible dependents, until the earlier of (A) the date that is twelve (12) months following the Termination Date and (B) the date on which the Executive, and, if applicable, the Executive’s eligible dependents, cease to be eligible for such COBRA coverage under applicable law or plan terms (the “Health Continuation Benefits”). The Company’s contribution to the costs of the Health Continuation Benefits shall be determinedonthesamebasisastheCompany’scontributiontoCompany-providedhealth and dental insurance coverage for an active employee with the same coverage elections, determined as of the Termination Date and without taking into account an employee’s ability to make pre-tax deductions. The Executive shall be responsible for paying the remainingportionofthepremiumsforsuchCOBRAcoverageasiftheExecutiveremained employed. The Executive authorizes the deduction of the portion for which the Executive is responsible from the after-tax amount of the Non-CIC Severance Payments or CIC SeverancePayments(asdefinedbelow),asapplicable.Notwithstandingthis Section4(c)(iv), if the Executive commences new employment and becomes eligible to participateinanewgrouphealthplaninconnectionwithsuchnewemployment,theHealth Continuation Benefits shall cease (and Executive agrees to promptly notify the Company of such eligibility).

(d)

Change in Control. In lieu of the payments and benefits set forth inSection4(c), in the event of any termination of the Executive’s employment by the Company without Cause under Section 3(b) or by the Executive for Good Reason under Section3(c),ineithercase,duringtheperiodbeginningonandincludingthree(3)months priortothedateofaChangeinControlandendingonandincludingthedatethatistwelve (12) months following the date of a Change in Control, the Company will provide to the Executive, in addition to Final Compensation, the following (together with the Non-CIC Severance Benefits, the “Severance Benefits”):

(i)

anamountincashequaltothesumof(A)twelve(12)monthsofthe Base Salary (without giving effect to any reduction that triggered Good Reason), and (B) the then-current Target Bonus (the “CIC Severance Payment”), payable as set forth in Section 4(e) below;

(ii)

thepaymentsetforthinSection 4(c)(ii);

(iii)

thebenefitssetforthinSection 4(c)(iv);and

(iv)

allunvestedequityorequity-basedawardsthatvestsolelybasedon the passage of time and are then held by the Executive under any Company equity compensation plans shall immediately become 100% vested (with any such awards that vest in whole or in part based on the attainment of performance-vesting conditions being governed by the terms of the applicable award agreement).

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(e)

ConditionstoandTimingoftheSeveranceBenefits.Anyobligationofthe Company to provide the Severance Benefits to the Executive is conditioned on the Executive’s signing and returning to the Company, without subsequently revoking, a timely and effective separation agreement, containing a general release of claims, a reaffirmation of the Executive’s obligations under the applicable Restrictive Covenant Agreement and other customary terms, in substantially the form attached hereto asExhibitA(the “Separation Agreement”). The Executive must return to the Company and not revoke the Separation Agreement within the time period required by the Separation Agreement, and in any event, the Separation Agreement must become effective and irrevocable, if at all, by the sixtieth (60th) day following the Termination Date (with the dateonwhichtheSeparationAgreementbecomeseffective,the“ReleaseEffectiveDate”). The first Non-CIC Severance Payment, if applicable, will be made within sixty (60) days after the Termination Date, on the first regularly scheduled payroll date of the Company that occurs following the Release Effective Date. The CIC Severance Payment, if applicable, will be paid in a single lump sum within sixty (60) days following the later of the Termination Date and the date of the Change in Control. Notwithstanding the foregoing, if the sixty (60)-day period begins in one calendar year and ends in a second calendar year, the Non-CIC Severance Payments or the CIC Severance Payments, as applicable,tothe extentthey qualifyas “non-qualifieddeferredcompensation”withinthe meaningofSection409A(asdefinedbelow),shallbepaidinthesecondcalendaryear,and provided, further, that the initial Non-CIC Severance Payment shall include a catch-up payment to cover amounts retroactive to the day following the Termination Date. If the TerminationDateoccursduringthethree(3)monthperiodpriortothedateoftheChange inControl,theExecutiveshallbepaidtheNon-CICSeverancePaymentinaccordancewith Section4(c)(i)andanyamountspayableunderSection4(d)(i)asCICSeverancePayment that exceed what Executive received as a Non-CIC Severance Payment will be paid in a lumpsumbythelaterofsixty(60)daysaftertheTerminationDateandten(10)daysafter the date of the Change in Control. Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Benefits would subject the Company or the Executive to any tax or penalty under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), the Patient Protection and Affordable Care Act, as amended, any regulations or guidance issued thereunder, or any other applicable law, in each case, as determined by the Company, the Executive and the Company shall work together in good faith to restructure such benefit.

(f)

Benefits Termination. Except for any right the Executive may have under COBRA or other applicable law to continue participation in the Company’s group health anddentalplansattheExecutive’scostandexceptasexpresslyprovidedin Section4(c)(iv) or Section4(d)(iii) of this Agreement, the Executive’s participation in all employee benefit plans shall terminate in accordance with the terms of the applicable benefit plans based on the Termination Date, without regard to any continuation of the Base Salary or other payment to the Executive following termination of the Executive’s employment, and theExecutiveshall not beeligibleforPTOfollowing thetermination of the Executive’s employment.

(g)

Survival. Provisions of this Agreement shall survive any termination of employment if so provided in this Agreement or if necessary or desirable to accomplish the purposes of other surviving provisions, including, without limitation, the Executive’s obligations under the applicable Restrictive Covenant Agreement and the Company’s obligations under Section 4. The obligation of the Company to make payments to the Executive

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under Section4 are expressly conditioned upon the Executive’s continued performanceoftheExecutive’sobligationsunderanyagreementorarrangementsubjecting the Executive to restrictive covenants, including, without limitation any such agreement appendedtothePriorAgreement(collectively,“RestrictiveCovenantAgreement”)andthe Executive acknowledges that Executive remains bound by the Restrictive Covenant Agreement, which is incorporated by reference herein. Upon termination of employment byeithertheExecutiveortheCompany,allrights,dutiesandobligationsoftheExecutive andtheCompanytoeachothershallcease,exceptasotherwiseexpresslyprovidedinthis Agreement,theapplicableRestrictiveCovenantAgreement,theEquityDocumentsand,if applicable, the Separation Agreement.

(h)

DeemedResignation.UponterminationofExecutive’semploymentforany reason, Executive shall be deemed to have resigned from all offices and directorships, if any,thenheldwiththeCompanyoranyofitssubsidiariesoraffiliatesandExecutiveagrees to execute any documentation (including, without limitation, resignation letters) reasonably requested by the Company to document any such resignation.

5.

TimingofPaymentsandSection409A.

(a)

ThisAgreement,includingallpaymentsandbenefitshereunder,isintended tocomplywithorbeexemptfromSection409AoftheCode,asamended,andtheTreasury Regulations and other guidance promulgated thereunder (collectively, “Section409A”), and shall be interpreted and construed in accordance with such intent.

(b)

Notwithstanding anything to the contrary in this Agreement, if, as of the Termination Date, the Executive is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that would(butforthisprovision)bepayablewithinsix(6)monthsfollowingtheTermination Date shall instead be paid on the next business day following the expiration of such six (6)-month period or, if earlier, upon the Executive’s death, except (i) to the extent of amounts that do not constituteadeferral ofcompensation within themeaning ofTreasury RegulationSection1.409A-1(b)(including,withoutlimitation,byreasonofthesafeharbor set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii), as determined by the Companyinitsreasonablegoodfaithdiscretion);(ii)benefitswhichqualifyasexcepted welfarebenefitspursuanttoTreasuryRegulationSection 1.409A-1(a)(5);or(iii)other amounts or benefits that are not subject to the requirements of Section 409A.

(c)

For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service”(asdefinedinSection1.409A-1(h)oftheTreasuryRegulations,aftergivingeffect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Company to be a specified employee under Treasury Regulation Section 1.409A-1(i).

(d)

Each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments.

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(e)

In no event shall the Company or any Person affiliated with the Company have any liability relating to thefailure or alleged failure of any payment orbenefit under this Agreement to comply with, or be exempt from, the requirements of Section 409A.

6.

Definitions.ForpurposesofthisAgreement,thefollowingdefinitionsapply:

“Affiliates” means all Persons directly or indirectly controlling, controlled by or undercommoncontrolwiththeCompany,wherecontrolmaybebymanagementauthority, equity interest or otherwise.

“Change in Control” has the meaning set forth in the Company’s 2026 Incentive Award Plan, as in effect on the Effective Date; provided that, if a Change in Control constitutesapaymenteventwithrespecttoanypaymentorbenefitthatissubjecttoSection 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in the Change in Control definition shall only constitute a Change in Control for purposes of the payment timing of such payment or benefit if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

“Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust or any other entity or organization.

7.

Conflicting Agreements. The Executive hereby represents and warrants that the Executive’ssigningofthisAgreementandtheperformanceoftheExecutive’sobligations underthis Agreement will not breach or be in conflict with any otherlawfulagreement to whichtheExecutiveisapartyorbywhichtheExecutiveisbound,andthattheExecutive isnotnowsubjecttoanylawfulcovenantsagainstcompetitionorsimilarcovenantsorany court order that could affect the performance of the Executive’s obligations under this Agreement. The Executive agrees that the Executive will not disclose to or use on behalf of the Company any confidential or proprietary information of a third party without that party’s consent and will recuse Executive from any situation which may compromise Executive’s obligation to strictly safeguard confidential information of third parties and preventunauthorizeddisclosure.DuringtheExecutive’semploymentbytheCompany,the ExecutivewilluseintheperformanceoftheExecutive’sduties,inadditiontothe Company’s confidential information, proprietary information and trade secrets, only information which is generally known and used by persons with training and experience comparabletotheExecutive’sown,commonknowledgeintheindustry,otherwiselegally in thepublicdomain orobtained ordevelopedby theCompanyorby theExecutivein the course of the Executive’s work for the Company.

8.

Withholding. All payments made by the Company or any Affiliate under this Agreement or otherwise shall be reduced by any tax or other amounts required to be withheld by the Company or any Affiliate to the extent required by applicable law.

9.

Assignment; Successors and Assigns. Neither the Executive nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise,withoutthepriorwrittenconsentoftheother;provided,however,theCompany may assign its rights and obligations under this Agreement and any Restrictive Covenant Agreement without

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the Executive’s consent to one of its Affiliates or to any Person with which the Company shall hereafter effect a reorganization, consolidate or merge, or to whichtheCompanyshallhereaftertransferallorsubstantiallyallofitspropertiesorassets. This Agreement shall inure to the benefit of and be binding upon the Executive and the Company, and each of their respective successors, executors, administrators, heirs and permittedassigns,asapplicable.IftheExecutivediesaftertheTerminationDatebutbefore allpaymentsorbenefitstowhichtheExecutiveisentitledpursuanttothisAgreementhave beenpaidorprovided,anyremainingpaymentsandbenefitswillbemadetothebeneficiary designated by the Executive or, if no such beneficiary has been designated, to the Executive’s estate.

10.

Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

11.

Arbitration. Any dispute or controversy arising under or in connection with this Agreement or the Executive’s employment with the Company (including any claims of breach of contract, wrongful termination or age, sex, race or other discrimination), other than claims for which arbitration is unavailable as a matter of law, shall be settled exclusively by arbitration administered by the American Arbitration Administration, conducted before a single arbitrator in Indiana in accordance with the Employment ArbitrationRulesandMediationProceduresoftheAmericanArbitrationAssociationthen ineffect(the“AAARules”)andtheFederalArbitrationAct,asmodifiedbythetermsand conditions set forth in this Section 11. Discovery in any such arbitration proceeding shall be conducted according to the AAA Rules to the fullest extent authorized by the state of Indiana. The arbitrator shall be selected by mutual agreement of the parties hereto, or, if thepartiescannotagree,thearbitratorshallbeselectedbystrikingfromalistofarbitrators supplied by the American Arbitration Association. The written decision of the arbitrator willbefinalandbindingonthepartieshereto.Judgmentmaybeenteredonthearbitrator’s awardinanycourthavingjurisdiction.Inconnectionwithanysucharbitration,the Company shall bear the arbitrator’s costs, and each party will bear such party’s own deposition, witness, expert and attorneys’ fees and other expenses to the same extent as if the matter were being heard in court; provided, that the arbitrator may award reasonable attorneys’ fees and costs to the prevailing party.

12.

Miscellaneous. This Agreement, together with the any Restrictive Covenant Agreement and the Equity Documents, sets forth the entire agreement between the Executive and the Company, and replaces all prior communications, agreements and understandings,writtenororal,withrespecttothetermsandconditionsoftheExecutive’s employment, including the Prior Agreement. For the avoidance of doubt, the Restrictive Covenant Agreement is incorporated by reference into this Agreement as set forth above and nothing herein supersedes or replaces such Restrictive Covenant Agreement. This Agreementmaynotbemodifiedoramended,andnobreachshallbedeemedtobewaived, unless agreed to in writing by the Executive and the CEO. The headings and captions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement. This Agreement may be executed in two (2) or more counterparts, each of which shall be an original, and all of which together shall constitute one (1) and the same

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instrument. This is an Indiana contract and shall be governed and construed in accordance with the lawsofstateof Indiana, without regard to anyconflictoflawsprinciplesthatwouldresultintheapplicationofthelawsofanyother jurisdiction.

13.

Notices. Any notices provided for in this Agreement shall be in writing and shall be effective when delivered in person or deposited in the United States mail, postage prepaid,andaddressedtotheExecutiveattheExecutive’slastknownaddressonthebooks of the Company or, in the case of the Company, to it at its principal place of business, attention of the Chairperson of the Board, or to such other address as either party may specify by notice to the other actually received.

14.

Section280G.Anything inthisAgreementtothe contrary notwithstanding,inthe event that the amount of any compensation, payment or distribution provided to the Executive, whether paid orpayableor distributed ordistributablepursuant to theterms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Codeandtheapplicableregulations thereunder(collectively, the “AggregatePayments”), would besubject to the excisetax imposed by Section 4999 oftheCodeor nondeductible by the payor due to Section 280G of the Code (as applicable, the “Adverse 280GConsequences”), then the Aggregate Payments shall be reduced (but not below zero ($0)) toanamountthatis$1.00lessthantheamountatwhichtheAdverse280GConsequences apply; provided that such reduction shall only occur if it would result in the Executive receivingahigherAfterTaxAmount(asdefinedbelow)thantheExecutivewouldreceive if the Aggregate Payments were not subject to such reduction. In the event a reduction is warranted, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that areto be paid the furthest in time from consummation of the transaction that is subject to Section280G of the Code:(a)cash payments not subject to Section 409A; (b)cash payments subject to Section409A; (c) equity-based payments andacceleration; and (d)non-cashforms of benefits;provided,that,inthecaseofalltheforegoingAggregatePayments,allamounts orpaymentsthatarenotsubjecttocalculationunderTreasury RegulationSection1.280G-1,Q&A-24(b)or(c)shallbereducedbeforeanyamountsthat aresubjecttocalculationunderTreasuryRegulationSection1.280G-1,Q&A-24(b)or(c). For purposes of this Agreement, the “After Tax Amount” means the amount of the AggregatePaymentslessallfederal,stateandlocalincome,exciseandemploymenttaxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments.For purposes of determining the After Tax Amount, the Executive shall be deemedtopayfederalincometaxesatthehighestmarginalrateoffederalincometaxation applicable to individuals for the calendar year in which the determination is to be made, andstateandlocalincometaxesatthehighestmarginalratesofindividualtaxationineach applicablestateandlocality,netofthemaximumreductioninfederalincometaxeswhich could be obtained from deduction of such state and local taxes. The determination as to whether a reduction in the Aggregate Payments shall be made pursuant to the Agreement shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15)business days of the termination date, if applicable, or at such earlier time as is reasonably requested by the Company or the Executive.AnydeterminationbytheAccountingFirmshallbebindingupontheCompany and the Executive.

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15.

EffectonOtherPlansandAgreements.TheExecutiveshallhavenorightstoany severance benefits under any Company severance pay plan, policy, offer letter or otherwise.Totheextentthatanyfederal,stateorlocallaw,including,without limitation,so-called“plantclosing”laws,requirestheCompanytogiveadvancenoticeor make a payment of any kind to the Executive because of the Executive’s involuntary terminationdueto alayoff,reductionin force,plantorfacilityclosing,saleofbusiness or similar event, the Severance Benefits provided under this Agreement or the other arrangement shall either be reduced or eliminated to avoid any duplication of payment.

[SignaturePageFollows]

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INWITNESSWHEREOF,thisAgreementhasbeenexecutedbytheCompany,byitsduly authorized representative, and by the Executive, as of the date first above written.

KaileraTherapeutics, Inc.

[Signature Page to Amended and Restated Employment Agreement]