IMPEL PHARMACEUTICALS INC.
May 1, 2023
Michael Kalb
Sent via email
Dear Michael:
Impel Pharmaceuticals Inc. (the “Company”) is pleased to confirm our offer to you of employment with the Company on the following terms.
This employment agreement does not restrictyour right to file administrative claims you may bring before any government agency where, as a matter of law, the parties may not restrict the employee’s ability to file such claims (including, but not limited to, the National Labor Relations Board, the Equal Employment Opportunity Commission and the Department of Labor). However,the parties agreethat, to the fullest extent permitted by law, arbitration shall be the exclusive remedy for the subject matter of such administrative claims.
The arbitration shall be conducted in King County, Washington through the American Arbitration Association (“AAA”) before a single neutral arbitrator, in accordance with the AAA employment arbitration rules then in effect. The AAA rules may be found and reviewed at www.adr.org under the “Rules & Forms” tab. The arbitrator shall issue a written decisionthat contains the essential findingsand conclusions on which the decision is based. If, for any reason, any term of this Arbitration provision isheldto be invalid or unenforceable, all other valid terms and conditions herein shall be severable in nature, and remain fully enforceable.
“Cause” means (a) your unauthorized use or disclosure of the Company’s confidential information or trade secrets, which use or disclosure causes material harm to the Company, (b) your material breach of any agreement between you and the Company, (c) your material failure to comply with the Company’s written policies or rules, (d) your conviction of, or your plea of “guilty” or “no contest” to, a felony underthe laws of the UnitedStates or any State, (e) your grossnegligence or willful misconduct, (f) your continuing failure to performassigned duties after receiving writtennotification of the failure from the Board or (g) your failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Companyhas requested your cooperation.
“Corporate Transaction” means the occurrence of any of the following events: (a) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’sthen-outstanding voting securities, provided, however, that for purposes of this subclause (a) the acquisition of additional securities by any one Person who is considered to own more than fifty percent (50%) of the total voting power of the securities of the Company will not be considered a Corporate Transaction; (b) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;(c) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (eitherby remaining outstanding or by beingconverted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; (d) any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the InternalRevenue Code of 1986, as amended (the “Code”) whereinthe stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of capital stock of the Company), or (e) a change in the effective control of the Company that occurs on the date that a majority of members of the Board is replaced during any twelve (12) month periodby members of the Boardwhose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purpose of this subclause (e), if any Person is considered to be in effective controlof the Company, the acquisition of additional controlof the Company by the same Personwill not be considered a Corporate Transaction. For purposes of this definition, Persons will be considered to be acting as a group if they are ownersof a corporation that entersinto a merger, consolidation, purchase, or acquisition of stock, or similarbusiness transaction with the Company.Notwithstanding the foregoing, to the extent that any amount constituting deferred compensation (as defined in Section 409A of the Code) would become payable under this employment agreement by reason of a Corporate Transaction, such amount will become payableonly if the event constituting a Corporate Transaction would also qualifyas a change in ownership or effective controlof the Company or a change in the ownership of a substantial portion of the assets
of the Company, each as definedwithin the meaningof Code Section409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and IRS guidance that has been promulgated or may be promulgated thereunder from time to time.
“Involuntary Termination” means you experiencea Separation due to your Termination
Without Cause or your resignation for Good Reason.
“Good Reason” means any of the following conditions has come into existence withoutyour
consent:
A resignation for Good Reasonwill not be deemed to have occurredunless you give the Companywritten notice of the condition within 30 days after the condition comes into existence, the Company fails to cure the condition within 30 days after receiving your written notice, and you immediately terminate your employment upon the Company’s failure to cure or the Company’s notice to you that it will decline to cure.
“Separation” means a “separation from service,” as defined in the regulations under Section 409A of the Code.
“Termination Without Cause” means a Separation as a result of a termination of your employment by the Companywithout Cause, provided you are willing and able to continue performing services within the meaning of Treasury Regulation 1.409A-1(n)(1).
We hope that you will accept our offer of continued employment with the Company. You may indicateyour agreement with these terms and accept this offer by signingand dating the enclosed duplicateoriginal of this employment agreement and returning it to me.
Very truly yours,
IMPEL PHARMACEUTICALS INC.
By:
Name: Adrian Adams
Title: Chairman and Chief ExecutiveOfficer
I have read and accept this employment offer:
Signature of Michael Kalb Dated: