Exhibit 10.13
PERSONALIS, INC.
THIRD AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT
This Third Amended and Restated Executive Severance Agreement (the “Agreement”), effective as of September 25, 2023, amends, supersedes and restates in its entirety that certain Second Amended and Restated Executive Severance Agreement by and between Aaron Tachibana (“Executive”) and Personalis, Inc. (the “Company”) dated March 7, 2023. This Agreement is intended to provide Executive with certain benefits described herein upon the occurrence of specific events.
RECITALS
A. The Company’s Board of Directors (the “Board”) believes it is in the best interests of the Company and its shareholders to retain Executive and provide incentives to Executive to continue in the service of the Company.
B. The Board further believes that it is imperative to provide Executive with certain benefits upon termination of Executive’s employment, which benefits are intended to provide Executive with financial security and sufficient income and encouragement to Executive to remain with the Company.
C. To accomplish the foregoing objectives, the Board has directed the Company, upon execution of this Agreement by Executive, to agree to the terms provided in this Agreement.
Now therefore, in consideration of the mutual promises, covenants and agreements contained herein, the parties hereto agree as follows:
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However, a Change in Control will not include (1) any consolidation or merger effected exclusively to change the domicile of the Company, or (2) any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof. In addition, no transaction will be a Change in Control unless it is also “change in ownership of a
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corporation” or “change in ownership of a substantial portion of a corporation’s assets” as defined under in Treasury Regulations Sections 1.409A-3(i)(5)(v) and (vii) without regard to any alternative definitions thereunder.
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In Witness Whereof, the parties have executed this Agreement as of the date written above.
/s/ Aaron Tachibana
Aaron Tachibana
Address: 763 Sunshine Drive
Los Altos, CA 94024
Date: 1/5/2024
PERSONALIS, INC.
/s/ Stephen Moore
By: Stephen Moore
Title: Vice President, General Counsel and Secretary
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