Exhibit 10.3
SEPARATIONAGREEMENT
This Separation Agreement (the “Agreement”) is entered into between Sera Prognostics, Inc. (together with its subsidiaries, affiliates, successors and assigns, the “Company”), and Paul Kearney (“Executive”) (Executive, together with the Company, the “Parties” and each a “Party”) asof 6/2/2026(“SignatureDate”).
WHEREAS,ExecutiveservedasChiefDataOfficerpursuanttothatcertainExecutiveEmployment Agreement dated March 13, 2026 (the “Employment Agreement”);
WHEREAS,Executive’s employmentwiththeCompanyshallendeffectiveasofJuly1,2026;and
NOW,THEREFORE,inconsiderationoftheforegoingandthemutualcovenantsandundertakings set out below, the Parties herby agree as follows:
1.
SeparationDate.EffectiveasofJuly1,2026(the“SeparationDate”),Executive’semployment with the Company and engagement in any role pursuant thereto, including but not limited to serving on the Board of Directors of the Company (the “Board”) and any committees thereof to the extent applicable, shall end. From and after the Separation Date, Executive shall have no authority and shall not represent himself as an employee or agent of the Company. Executive shall promptly execute any additional documentation the Company may request toreflect such terminations.
2.
PaymentsandBenefits.
(a)
The Company shall pay and provide to Executive in accordance with its customary practices:(i)allbasesalaryearnedbutnotyetpaidthroughtheSeparationDate,(ii)accruedbut unusedvacationasoftheSeparationDate,(iii)reimbursementforanyandallbusinessexpenses properly incurred prior to the Separation Date, payable in accordance with and subject to the terms of the Company’s reimbursement policy, and (iv) any employee benefits required to be provided to Executive pursuant to the terms of the Company’s employee benefit plans and as required by applicable law.
(b)
Any payments or benefits provided for in Section 2(c) shall be contingent on, and only due if, (i) this Agreement is signed and not revoked by Executive as provided for herein; (ii) Executivesigns anddoes not revoke the renewedreleaseset forthinSection3(b)andAppendix2; and (iii) Executive complies with Executive’s obligations hereunder. Notwithstanding Section 6(a)(iii)oftheEmploymentAgreement,theCompanyagreesnottooffsetorreduceanyamounts payable to Executive under Section 2(c) of this Agreement on account of any income or compensation earned or received by Executive or any entity controlled by Executive during the Restrictive Period. The notification obligation set forth in Section 6(a)(iii) of the Employment Agreement shall not apply to any income or compensation earned or received by Executive or any entity controlled by Executive during the Restrictive Period. Provided, for the avoidance of doubt,ExecutiveacknowledgesthattheamountspaidorpayabletoExecutiveunderSection2(c) of this Agreement shall satisfy any obligation that the Company may have towards any Layoff Enforcement Paymentas defined in the Employment Agreement for the entirety of the Restrictive Period.
(c)
Provided the requirements of Section 2(b) are satisfied, the Company shall provide Executive with the following payments and benefits:
(i)
TheCompanyshallpayExecutivethetotalgrossamountof$333,616.50,equalto nine (9) months of Executive’s Base Salary at the rate in effect at the Signature Date, payable pursuant to the Company’s payroll schedule then in effect commencing on the sixtieth (60th) day following the Separation Date, with such first installment to include and satisfy all installments that would have otherwise been made up to such date assuming forsuch purpose that the installments had commenced on the first payroll date following the Separation Date.
(ii)
Executive has been granted equity incentive grants (“Equity”) pursuant to the Company’sEmployee,DirectorandConsultantEquityIncentivePlans(the“Plans”) andawardagreementsexecutedbytheCompanyandExecutivepursuantthereto (collectively, the “Award Agreements”). Solely with respect to any equity awards grantedpriortoJanuary1,2026,thirty-sevenandone-halfpercent(37.5%)ofthe outstanding unvested shares of all Equity held by the Executive as of the SeparationDateshallimmediatelyvestuponsuchtermination.Executive’sequity grants pursuant to the Plans and Award Agreements shall remain subject to the terms and conditions of the Plans and Award Agreements, including, but not limited to, any unvested form of equity held by Executive (other than that which may be accelerated in accordance with the preceding sentence) being immediately forfeited andunexercisable as oftheSeparation Date andExecutive havingnofurtherrighttovestinanyformofequityfollowingtheSeparationDate.
(iii)
If Executive elects to continue his health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the SeparationDate,thentheCompanyshallpayExecutive’smonthlypremiumunder COBRAuntiltheearliestof(A)thecloseofthenine(9)monthperiodfollowingthe Separation Date; (B) the expiration of Executive’s continuation coverage under COBRA; and (C) the date when Executive becomes eligible to receive health insurance coverage in connection with new employment or self-employment. If thepaymentofanyCOBRAorhealthinsurancepremiumswouldotherwiseviolate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code (the “Code”), the Company-paid premiumsshallbetreatedastaxablepaymentsandbesubjecttoimputedincome tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code.
Executive agrees andacknowledges thatthe payments andbenefits referredtointhis Section2 are in lieu of and in full satisfaction of any amounts that might otherwise be payable under any contract, plan, policy orpractice, past orpresent, ofthe Company, including, but not limited to, under the Employment Agreement. Executive acknowledges that, other than any payment describedinthisSection2orotherwise inthis Agreement, all outstanding payments orbenefits for all outstanding employment periods shall be forfeited in accordance with their terms. All outstandingequityawardsheldbyExecutiveshallbetreatedinaccordancewiththeirtermsand the provisions of the Plan, Award Agreement, and Section 5(a) of the Employment Agreement, including with respect to any post-termination exercise periods for vested stock options.
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3.
Releases.
(a)
In consideration of the payments and benefits to be made pursuant to Section 2(c), Executive, with the intention of binding Executive and Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefitsplans(andthefiduciariesthereof),andthesuccessors,predecessorsandassignsofeach of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions,causesofaction,complaints,charges,demands,rights,damages,debts,sumsofmoney, accounts,financialobligations,suits,expenses,attorneys’feesandliabilitiesofwhateverkindor nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which Executive, individuallyorasamemberofaclass,nowhas,ownsorholds,orhasatanytimeheretoforehad, owned or held, against any Company Released Party in any capacity (as they may have been amended through the Signature Date Date), including, without limitation, any andall claims:(a) arising out of or in any way connected with Executive’s service to any member of the Company AffiliatedGroup(orthe predecessorsthereof)inanycapacity,ortheterminationofsuchservice in any such capacity; (b) for severance or vacation benefits, unpaid wages, salary or incentive payments;(c)forbreach ofcontract, breachof covenantofgoodfaithandfairdealing, wrongful discharge, impairment of economic opportunity, defamation, promissory estoppel, fraud, negligent or intentional infliction of emotional harm, or other tort; (d) for any violation of applicable state and local labor and employment laws, including, without limitation, all laws concerning unlawful and unfair labor and employment practices, andfurther including, without limitation, any and all claims based on the Executive Retirement Income Security Act of 1974 (“ERISA”), Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1991, the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act, the Equal Pay Act, the Worker Adjustment and Retraining NotificationAct,theUniformedServicesEmploymentandRe-EmploymentAct,theRehabilitation Actof1973,theEmploymentRelationsandCollectiveBargainingAct,theUtahRighttoWorkAct, the Utah Drug and Alcohol Testing Act, the Utah Minimum Wage Act, the Utah Protection of Activities in Private Vehicles Act, the Utah Employment Selection Procedures Act, the Utah Occupational Safety and Health Act, the Utah Antidiscrimination Act, the Washington Law Against Discrimination, age discrimination under Wash. Rev. Code § 49.44.090, wage discriminationonthebasisofgenderunderWash.Rev.Code§49.12.175,andanyandallclaims arising underthecivil rights laws ofany federal, stateorlocal jurisdiction, eachasamended and including each of their respective implementing regulations; and (e) under any whistleblower laws or whistleblower provisions of other laws; exceptingonly:
(i)
rightsofExecutiveunderthisAgreement;
(ii)
rightsofExecutiverelatingtoequityawardsheld byExecutiveasoftheSignatureDate, subject to applicable plan terms and conditions;
(iii)
therightofExecutivetoreceiveCOBRAcontinuationcoverageinaccordancewith applicable law;
(iv)
rights to indemnification Executive may have, as applicable, (A) under applicable
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corporate law, (B) under the by-laws, certificate of incorporation or similar governing documents of the Company, (C) under a written indemnification agreement with the Company,or(D)asaninsuredunderanydirector’sandofficer’sliabilityinsurancepolicy noworpreviouslyinforce;subjecttothetermsandconditionsofanysuchdocuments, agreements or policies;
(v)
claimsforbenefitsunderanyhealth,disability,retirement,deferredcompensation,life insurance or other, similar Executive benefit plan or arrangement of the Company, subject to the terms and conditions of such plans or arrangements; and
(vi)
claimsforthereimbursementofunreimbursedbusinessexpensesincurredpriortothe Signature Date, and earned but unused vacation pay through the Signature Date, subject to the terms and conditions of applicable Company policy.
Notwithstandingtheforegoing,thisSectiondoesnot:
(A)
releasetheCompanyfromanyobligationexpresslysetforthinthisAgreementorfrom any obligation, including, without limitation, obligations under the Workers Compensation Act, which as a matter of law cannot be released;
(B)
prohibit Executive from filing a charge with the Equal Employment Opportunity Commission (“EEOC”);
(C)
prohibit Executive from participating in an investigation or proceeding by the EEOC or any comparable state or local agency, or providing information or documents to the EEOC or any comparable state or local agency;
(D)
reporting possible violations of federal law or regulation to any governmental agency orentity,includingbutnotlimitedtotheU.S.DepartmentofJustice,theSecuritiesand Exchange Commission, Congress, or any agency Inspector General, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law, including, any ability to communicate or cooperate with any government agencies, any agency inspector general, law enforcement, any attorney general, or any attorney Executive retains, or otherwise participating in any investigation or proceeding that may be conducted by any government agencies; or
(E)
prevents Executive from requesting or receiving confidential legal advice, engaging in protected activities under Section 7 of the National Labor Relations Act, reporting, discussing ordisclosing informationaboutunlawful actsinorrelatedtotheworkplace, or the existence of a settlement involving such conduct, including, but not limited to, criminal conduct, unlawful employment practices, harassment, discrimination, sexual assault,civilrights,retaliation,wageandhourviolations,oranyotherconductExecutive has reason to believe is unlawful or is against a clear mandate of public policy, or otherwise making any disclosures as required by law, regulation or legal process. Executive does not need the prior authorization of the Company to make any of the foregoing reports or disclosures and is not required to notify the Company that Executive has made such reports or disclosures.
Executive acknowledges and agrees, however, that Executive’s waiver and release of claims are intendedtobeacompletebartoanyrecoveryorpersonalbenefitbyortoExecutivewithrespect to any Claim whatsoever arising out of Executive’s employment with the Company, including
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those raised througha charge with the EEOC, except those which, as a matteroflaw, cannot be released.IntheeventthatExecutivesuccessfullychallengesthevalidityofthisreleaseofclaims, theCompanyandanyCompanyReleasedPartysoughttobereleasedhereundershallbeentitled torecoverfromtheExecutivethefullamountofthepaymentsandbenefitsdescribedinSection 2(c)ofthisAgreement. NothingintheAgreement,however,shalllimittherightoftheCompany oranyCompanyReleasedPartysoughttobereleasedhereundertoseekimmediatedismissalof a charge on the basis that Executive signing of this Agreement constitutes a full release of any rightsExecutivemightotherwisehavetopursuethecharge.Executivefurtheracknowledgesand agrees that, but for providing this waiver and release, Executive would not be receiving the payments and benefits being provided to Executive as set forth above in Section 2(c) of this Agreement.
(b)
Executive shall provide to the Company an executed renewed release of the form in Appendix 2to this Agreement within the latter of the (i) Separation Date; or forty-five (45) days from the Signature Date. The date Executive provides the executed renewed release is the “Re-Execution Date.”
4.
No Admissions. Executive acknowledges and agrees that this Agreement is not to be construedinanywayasanadmissionofanyliabilitywhatsoeverbyanyCompanyReleasedParty, any such liability being expressly denied.
5.
Applicationtoall Formsof Relief.ThisAgreementapplies toanyreliefnomatter howcalled, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, emotional distress damages, punitive damages for pain or suffering, costs and attorney’s fees and expenses.
6.
SpecificWaiver.ExecutivespecificallyacknowledgesthatExecutive’sacceptanceoftheterms ofthisAgreementis,amongotherthings,aspecificwaiverofExecutive’srights,claimsandcauses of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything herein purport, to be a waiver of any right or claim or cause of action which by law Executiveisnotpermittedtowaiveorastothosemattersthatareexpresslyoutsideofthescope of the release pursuant to Section 3. Because Executive’s separation is with a group of one or more other employees, and consistent with the Older Workers Benefits Protection Act, a list identifyingthepositionsandagesofallemployeesterminatedinExecutive’sdecisionalunit,and those who the Company is retaining is attached to this Agreement as Appendix 1.
7.
No Complaints or Other Claims. Executive acknowledges and agrees that Executive has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.
8.
OngoingObligations.
(a)
Terms and Conditions. Executive acknowledges Executive remains boundby the terms ofSection 6 (Restrictive Covenants), Section7(Maintaining Confidential Information), Section8 (Inventions), Section 9 (Reasonableness of Covenants, and (Section 10) (Miscellaneous) of the EmploymentAgreement,whichsectionsareexpresslyincorporatedhereinbyreference,andthe termsofwhichremaininfullforceandeffectfollowingtheterminationofExecutive’s employment with the Company as set forth in such sections. The Company shall deem any
5
amounts paid orpayable toExecutive under Section2(c) of this Agreement tosatisfy any Layoff Enforcement Payment as defined in the Employment Agreement and Executive acknowledges that such payments satisfy any such obligation for the entirety of the Restrictive Period.
(b)
Return of Company Material. Executive represents that he has satisfied his obligations pursuant to Section 5(g) of the Employment Agreement. Should Executive later discover any materialsthatExecutiveisobligatedpursuanttosuchprovisionstoreturntoCompany,Executive shall promptly do so.
(c)
Cooperation.FollowingtheSeparationDate,Executiveshallreasonablycooperatewith theCompanyuponreasonablerequestoftheBoardandbereasonablyavailabletotheCompany with respect to matters arising out of Executive’s services to the Company Affiliated Group.
(d)
Non-Disparagement. TheParties agree not todisparage eachother, orthe products or businesses of the Company, provided, however, that nothing in this Section shall restrict Executivefrommakinganydisclosuresmandatedbystateorfederallaw,fromparticipatinginan investigationwithastateorfederalagencyifrequestedbytheagencytodoso,orfromproviding information or documents to a state or federal agency if requested by the agency to do so.
(e)
No Representation. Executive acknowledges that, other than as set forth in this Agreement and the Employment Agreement (and the other plans, agreements and documents referencedhereinortherein),(i)nopromiseshavebeenmadetoExecutiveand(ii)insigningthis Agreement Executive is not relying uponany statement orrepresentation made by oronbehalf of any Company Released Party and each orany of them concerning the merits of any claims or the nature, amount, extent or duration of any damages relating to any claims or the amount of any money, benefits, or compensation due to Executive or claimed by Executive, or concerning the Agreement or concerning any other thing or matter.
(f)
Injunctive Relief. In the event of a breach or threatened breach by Executive of this Section, Executive agrees that the Company shall be entitled to injunctive relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach, Executive acknowledging that damages would be inadequate or insufficient.
9.
PermittedDisclosures.Pursuantto18U.S.C.§1833(b),ExecutiveunderstandsthatExecutive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Company that (a) is made (i) in confidence toa federal, state, orlocal government official, eitherdirectly orindirectly, ortoExecutive’s attorney and(ii)solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint orotherdocument that is filed underseal ina lawsuit orotherproceeding. Executive understands that if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding if Executive (x) files any document containingthetradesecretunderseal,and(y)doesnotdisclosethetradesecret,exceptpursuant to court order. Nothing in this Agreement, or any other agreement that Executive has with the Company,isintendedtoconflictwith18U.S.C.§1833(b)orcreateliabilityfordisclosuresoftrade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement that Executive has with the Company shall prohibit or restrict Executive from (A)making anyvoluntary disclosure ofinformationordocuments concerning possible violations oflawtoanygovernmentalagencyorlegislativebody,oranyself-regulatoryorganization,ineach case,withoutadvancenoticetotheCompany;or(B)respondingtoavalidsubpoena,courtorder
6
orsimilarlegalprocess;provided,however,thatpriortomakinganysuchdisclosurepursuantto this Section, Executive shall provide the Company with written notice of the subpoena, court order or similar legal process sufficiently in advance of such disclosure to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal process.
10.
Voluntariness. Executive agrees that Executive is relying solely upon Executive’s own judgment; that Executive is over eighteen years of age and is legally competent to sign this Agreement; that Executive is signing this Agreement of Executive’s own free will; that the ExecutivehasreadandunderstoodtheAgreementbeforesigningit;andthatExecutiveissigning this Agreement in exchange for consideration that Executive believes is satisfactory and adequate.
11.
Legal Counsel. Executive acknowledges that Executive has been informed of the right to consult with legal counsel and has been encouraged to do so.
12.
CompleteAgreement/Severability.ThisAgreement, alongwiththeagreements and sections ofagreements incorporated herein, constitutes the complete and final agreement between the Parties andsupersedes andreplacesall priororcontemporaneous agreements, negotiations, or discussions relating to the subject matter of this Agreement. All provisions and portions of this Agreementareseverable. Ifany provisionorportionofthis Agreementortheapplicationofany provisionorportionoftheAgreementshallbedeterminedtobeinvalidorunenforceabletoany extent orforany reason, all other provisions and portions of this Agreement shall remain in full force and shall continue to be enforceable to the fullest and greatest extent permitted by law.
13.
Acceptance.ExecutiveacknowledgesthatExecutivehasbeengivenaperiodofatleastforty-five (45) days within which to consider this Agreement, unless applicable law requires a longer period, in which case Executive shall be advised of such longer period and such longer period shall apply.Executivemayacceptthis Agreement atanytimewithinthis period of timeor after, up to June 24, 2026, by signing the Agreement and returning it to the Company.
14.
Revocability. This Agreement shall not become effective or enforceable until seven (7) calendar days after Executive signs it. Executive may revoke Executive’s acceptance of this Agreementatanytimewithinthatseven(7)calendardayperiodbysendingwrittennoticetothe Company.SuchnoticemustbereceivedbytheCompanywithintheseven(7)calendardayperiod in order to be effective and, if so received, would void this Agreement for all purposes. This Agreement shall become effective (the “Effective Date”) on the day following the conclusion of the seven (7) calendar day period.
15.
Governing Law. Except for issues or matters as to which federal law is applicable, this Agreementshallbegovernedbyandconstruedandenforcedinaccordancewiththelawsofthe State of Washington without giving effect to the conflicts of law principles thereof.
16.
MutualAgreementtoArbitrate;Venue;JURYWAIVER.Anydisputeorcontroversyarisingout of or relating to this Agreement, Executive’s employment, or termination thereof, other than injunctiverelief,willbesettledexclusivelybyarbitration,conducted beforeasinglearbitratorin Seattle,Washingtoninaccordancewith,andpursuantto,theEmploymentArbitrationRulesand Procedures of JAMS (“JAMS”), a copy of which rules, which are available at http://www.jamsadr.com/rules-employment-arbitration/, have been reviewed by Executive in theircurrent form. The arbitrator shall havethepowerto takeinterimmeasures, and to ruleon
7
such arbitrator’s own jurisdiction, including on any objections with respect to the existence, scope or validity of this arbitration clause. The arbitration shall be conducted on a strictly confidential individual basis only witheachparty waiving any rights tobring a class orcollective action.Neitherpartyshalldisclosetheexistenceofaclaim,thenatureofaclaim,anydocuments, exhibits,orinformationexchangedorpresentedinconnectionwithsuchaclaim,ortheresultof any action (collectively, “Arbitration Materials”), to any third party, except as required by law, withthesoleexceptionoftheirlegalcounselandpartiesengagedbythatcounseltoassistinthe arbitration process, who also shall be bound by these confidentiality terms. The arbitrator shall beauthorizedtoissueanyaward,relieforotherremedywhichacourtofcompetentjurisdiction would be entitled to issue. The arbitrator shall issue a written decision, which decision shall include a statement of the essential findings and conclusions on which any arbitral award is based.Thedecisionofthearbitratorwillbefinalandbindinguponthepartieshereto.Anyarbitral awardmaybeenteredasajudgmentororderinanycourtofcompetentjurisdiction.Eitherparty may commence litigation in court to obtain injunctive relief in aid of arbitration, to compel arbitration,ortoconfirmorvacateanaward,totheextentauthorizedbytheFederalArbitration Act or applicable state law. The Company and Executive shall equally split the JAMS administrative fees andthe arbitrator’s fee andexpenses. Eachparty shall be responsible forits own attorneys’ fees and costs (including experts’ fees) in the arbitration. Executive and the Company each agree that any arbitration will be conducted only on an individual basis and that nodispute betweentheparties relating tothis Agreementmaybe consolidatedorjoined witha disputebetweenanyotheremployeeandtheCompanyoranyofitsaffiliates,normayExecutive seektobringtheirdisputeonbehalfofotheremployees,independentcontractorsorconsultants ofthe Company or any of its affiliates asaclass or collectiveaction.Theparties agreetotakeall stepsnecessarytoprotecttheconfidentialityoftheArbitrationMaterialsinconnectionwithany such proceeding, agree to file all Confidential Information (and documents containing Confidential Information) under seal, and agree to the entry of an appropriate protective order encompassing the confidentiality termsofthis Agreement. TOTHEEXTENT NOTPROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EXECUTIVE AND THE COMPANY HEREBY WAIVE AND COVENANT THAT EXECUTIVE AND THE COMPANY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY, WHETHER NOW OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREE THAT ANY OF THE COMPANY OR ANY OF ITS AFFILIATESOREXECUTIVEMAYFILEACOPYOFTHISPARAGRAPHWITHANYCOURTASWRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE COMPANY AND ITS AFFILIATES, ON THE ONE HAND, AND EXECUTIVE, ON THE OTHER HAND, IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN SUCH PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THAT ANY PROCEEDING PROPERLY HEARD BY A COURT UNDER THIS AGREEMENT WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.
[SignaturePageFollows]
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IN WITNESSWHEREOF,thePartieshereto haveexecutedthisAgreementasof theSignature Date.
THE COMPANY:
Sera Prognostics, Inc.
By: /s/ Benjamin G. Jackson
Name: Benjamin G. Jackson
Title:General Counsel
THE EXECUTIVE:
/s/ Paul Kearney
Name:Paul Kearney
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Appendix1
OlderWorkersBenefitProtection ActDisclosure
As stated in the Agreement, the following information is provided in accordance with the Age Discrimination in Employment Act (the “ADEA”) and the Older Workers Benefit Protection Act (the“OWBPA”)toprovideExecutivewithadditionalinformationregardingtheagesandjobtitles ofemployeeswhosejobswere,andwerenot,impactedbythepresentreductioninpersonnelat theCompany.Employeeswhoareimpactedwillbeofferedconsiderationinexchangeforsigning their separation agreement.
InordertoprovideExecutivewithanoverviewofthisreduction,belowpleasefindalistshowing thejobtitleandageforeachemployeewhosejobwasreviewedpursuanttothereduction.When reviewing the list below, please note the following additional information, which is designed to help Executive understand the data being provided:
•
Thisreductionappliestodatascience.
•
Employeeswhosejobsareimpactedbythereductionhavea“Yes”inthe“selected”
column.
•
The employment decisions were based on factors such as current economic and financial conditions applicableto the Company, the Company’s strategy and direction, position cost, time with the Company, and position criticality.
The following is a listofthe ages andjobtitles ofemployeesselected andoffered consideration forsigningtheAgreement.WeareobligatedbyfederallawtoprovideExecutivewiththisspecific information so that Executive can better evaluate the offer in the Agreement. We would ask Executive to respect the sensitive nature of the information.
| Position | Age | Selected |
| ChiefDataOfficer* | 58 | Yes |
| SeniorDirectorofDataScience | 42 | No |
| Principal Bioinformatician | 62 | No |
| DataScientistIII | 37 | No |
| DataScientistII | 40 | No |
| DataEngineerII | 40 | No |
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Appendix2
RenewedRelease
InconsiderationofthepaymentsandbenefitstobemadepursuanttotheSeparationAgreement (the “Agreement”) entered into as of the Signature Date between the Company, and Executive, Executive, theCompanyandExecutiveherebyexecutethisRenewedRelease.Capitalizedterms used in this Renewed Release but not defined herein shall have the meanings ascribed in the Agreement.ExecutiveandtheCompany withtheintentionofbindingExecutiveandExecutive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge, as of the Re-Execution Date, the Company Released Parties of and from any and all claims,actions,causesofaction,complaints,charges,demands,rights,damages,debts,sumsof money,accounts,financialobligations,suits,expenses,attorneys’feesandliabilitiesofwhatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which Executive, individuallyorasamemberofaclass,nowhas,ownsorholds,orhasatanytimeheretoforehad, owned or held, against any Company Released Party in any capacity (as they may have been amended through the Re-Execution Date), including, without limitation, any and all claims: (a) arising out of or in any way connected with Executive’s service to any member of the Company AffiliatedGroup(orthe predecessorsthereof)inanycapacity,ortheterminationofsuchservice in any such capacity; (b) for severance or vacation benefits, unpaid wages, salary or incentive payments;(c)forbreachofcontract,breachofcovenantofgoodfaithandfairdealing,wrongful discharge, impairment of economic opportunity, defamation, promissory estoppel, fraud, negligent or intentional infliction of emotional harm, or other tort; (d) for any violation of applicable state and local labor and employment laws, including, without limitation, all laws concerning unlawful and unfair labor and employment practices, andfurther including, without limitation, any andall claims based onthe ERISA, Title VII, the Civil Rights Act of 1991, the ADA, Sections503and504ofthe RehabilitationAct,theFamilyandMedicalLeaveAct,the ADEA,the OlderWorkersBenefitProtectionAct,theEqualPayAct,theWorkerAdjustmentandRetraining NotificationAct, the Uniformed Services Employment and Re-Employment Act, the Rehabilitation Actof1973,theEmploymentRelationsandCollectiveBargainingAct,theUtahRighttoWorkAct, the Utah Drug and Alcohol Testing Act, the Utah Minimum Wage Act, the Utah Protection of Activities in Private Vehicles Act, the Utah Employment Selection Procedures Act, the Utah Occupational Safety and Health Act, the Utah Antidiscrimination Act, the Washington Law Against Discrimination, age discrimination under Wash. Rev. Code § 49.44.090, wage discriminationonthebasisofgenderunderWash.Rev.Code§49.12.175,andanyandallclaims arisingunderthecivilrights lawsofany federal,stateorlocal jurisdiction,eachasamended and including each of their respective implementing regulations; and (e) under any whistleblower laws or whistleblower provisions of other laws; exceptingonly:
(i)
rightsofExecutiveundertheAgreement;
(ii)
rightsofExecutiverelatingtoequityawardsheldbyExecutiveasoftheSeparation Date, subject to applicable plan terms and conditions;
(iii)
therightofExecutivetoreceiveCOBRAcontinuationcoverageinaccordancewith applicable law;
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(iv)
rights to indemnification Executive may have, as applicable, (A) under applicable corporate law, (B) under the by-laws, certificate of incorporation or similar governing documents of the Company, (C) under a written indemnification agreement with the Company, or (D) as an insured under any director’s and officer’s liability insurance policy now or previously in force; subject to the terms and conditions of any such documents, agreements or policies;
(v)
claims for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar Executive benefit plan or arrangement of the Company, subject to the terms and conditions of such plans or arrangements; and
(vi)
claims for the reimbursement of unreimbursed business expenses incurred prior to the Separation Date, and earned but unused vacation pay through the Separation Date, subject to the terms and conditions of applicable Company policy.
Notwithstandingtheforegoing,thisSectiondoesnot:
(A)
releasetheCompanyfromany obligationexpresslysetforthintheAgreement or from any obligation, including, without limitation,obligations underthe Workers Compensation Act, which as a matter of law cannot be released;
(B)
prohibitExecutivefromfilingachargewiththeEEOC;
(C)
prohibit Executive from participating in an investigation or proceeding by the EEOC or any comparable state or local agency, or providing information or documents to the EEOC or any comparable state or local agency;
(D)
reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the U.S. Department of Justice, the SecuritiesandExchangeCommission,Congress,oranyagencyInspectorGeneral, or from making other disclosures that are protected under the whistleblower provisions of federal, state, orlocal law, including, any ability tocommunicate or cooperate with any government agencies, any agency inspector general, law enforcement, any attorney general, or any attorney Executive retains, or otherwiseparticipatinginanyinvestigationorproceedingthatmaybeconducted by any government agencies; or
(E)
prevents Executive from requesting or receiving confidential legal advice, engaging in protected activities under Section 7 of the National Labor Relations Act, reporting, discussing or disclosing information about unlawful acts in or relatedtotheworkplace,ortheexistenceofasettlementinvolvingsuchconduct, including, but not limited to, criminal conduct, unlawful employment practices, harassment,discrimination, sexualassault,civilrights,retaliation,wageandhour violations, or any other conduct Executive has reason to believe is unlawful or is against a clear mandate of public policy, or otherwise making any disclosures as required by law, regulation or legal process. Executive does not need the prior authorizationoftheCompanytomakeanyoftheforegoingreportsordisclosures and is not required to notify the Company that Executive has made such reports or disclosures.
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Executive acknowledges and agrees, however, that Executive’s waiver and release of claims are intendedtobeacompletebartoanyrecoveryorpersonalbenefitbyortoExecutivewithrespect to any Claim whatsoever arising out of Executive’s employment with the Company, including those raisedthrougha charge withthe EEOC, except those which, as a matteroflaw, cannot be released.IntheeventthatExecutivesuccessfullychallengesthevalidityofthisreleaseofclaims, theCompanyandanyCompanyReleasedPartysoughttobereleasedhereundershallbeentitled torecoverfromtheExecutivethefullamountofthepaymentsandbenefitsdescribedinSection 2(c) of the Agreement. Nothing in the Renewed Release, however, shall limit the right of the Company or any Company Released Party sought to be released hereunder to seek immediate dismissal of a charge on the basis that Executive signing of this Renewed Release constitutes a fullreleaseofanyrightsExecutivemightotherwisehavetopursuethecharge.Executivefurther acknowledgesandagreesthat,butforprovidingthiswaiverandrelease,Executivewouldnotbe receiving the payments and benefits being provided to Executive as set forth above in Section 2(c) of the Agreement.
ExecutiveacknowledgesthedisclosuressetforthinSection6oftheAgreementandin Appendix1.
This Renewed Release shall not become effective or enforceable until seven (7) calendar days afterExecutivesignsit.ExecutivemayrevokeExecutive’sacceptanceofthisRenewedReleaseat any time within that seven (7) calendar day period by sending written notice to the Company. Suchnotice must be received bythe Company withinthe seven (7) calendarday periodinorder to be effective and, if so received, would void this Renewed Release for all purposes. This RenewedReleaseshallbecomeeffective(the“Re-ExecutionEffectiveDate”)onthedayfollowing the conclusion of the seven (7) calendar day period.
IN WITNESS WHEREOF, the Parties hereto have re-executed this Renewed Release as of the Re-Execution Date.
THECOMPANY:
SeraPrognostics,Inc.
By:____________________
Name: ________________
Title: __________________
THEEXECUTIVE:
________________________
Name: __________________
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