Natera (NTRA) 10-Q 2024 Q2 Quarterly report

Exhibit 10.1

Amended and Restated Employment Agreement

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) effective as of August 1, 2024(the“EffectiveDate”),byandbetweenSTEVE CHAPMAN (the“Executive”)andNATERA, INC., a Delaware corporation (the “Company”).

1. Duties and Scope of Employment.

(a)Position.Effective as of the Commencement Date (the “Employment”), the Company agrees to employ the Executive in the position of Chief Executive Officer (“CEO”).The Executive shall report to the Company’s Board of Directors (the “Board”).Further, no later than the first meeting of the Board following the commencement of the Employment, the Executive shall be elected to theBoard,andatalltimesthereafterduringthetermoftheExecutive’sserviceasChiefExecutiveOfficer of the Company, the Executive shallserve as a member ofthe Board.The Executive agreesto resign asa member of the Board in connection with any resignation or termination of his Employment as Chief Executive Officer, whether voluntary or involuntary, with or without cause and for any or no reason.

(b)Obligations to the Company.During his Employment, the Executive shall be a full-timeemployeeandshalldevotetheExecutive’sfullbusinesseffortstotheCompanyinordertoperform the dutiesofthe Executive’s position.TheExecutive shall complywiththe Company’s policies and rules that may be in effect from time to time during his Employment.The Executive shall be located in the Company’s Texas headquarters, but acknowledges that this position may require travel for business purposes.

(c)No Conflicting Obligations.The Executive represents and warrants to the Company that he is under no obligations or commitments, whether contractual or otherwise, that are inconsistentorconflict withhisobligationsunderthisAgreement.TheExecutiverepresentsandwarrants that he will not use or disclose, in connection with his Employment, any trade secrets or other proprietary informationorintellectualpropertyinwhichtheExecutiveoranyotherpersonorentityhasanyright,title orinterestandthathisEmploymentwillnotinfringeorviolatetherightsofanyotherpersonorentity.The Executive represents and warrants to the Company that he has returned all property and confidential informationbelongingtoanyprioremployer.DuringtheEmployment,theExecutiveagreesnottoengage in anyother employment, consultingor other businessactivity(whether full-time or part-time) that would create a conflict of interest with the Company.

(d)Commencement Date.ThecommencementdatefortheEmploymentpursuantto this Agreement will be January 2, 2019 (the “Commencement Date”).

2. Cash and Incentive Compensation.

(a)Salary.The Company shall pay the Executive as compensation for his services aninitialbasesalary for the Company’s 2019 fiscal year atagrossannualrateof$450,000(FourHundredFiftyThousandDollars).Thissalary will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from timetotime.SuchsalaryshallbepayableinaccordancewiththeCompany’sstandardpayrollprocedures. Theannualcompensationspecifiedinthis Section2(a),asineffect fromtimetotime,isreferredtointhis Agreement as “Base Salary.”

(b)Cash Bonus.The Executive shallbe eligibleforan annualincentive bonus.The Executive’seligiblebonusfortheCompany’s2019fiscalyearwillbeequalto50%ofhisBaseSalary(the “Eligible Bonus”), payable to the extent applicable performance goals have been satisfied.The bonus for theCompany’s2019fiscalyear,ifany,willbecalculatedbasedonachievementofCompanyperformance

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Exhibit 10.1

goals.The Board or Compensation Committee of the Board shall use commercially reasonable efforts to communicatesuchCompanyperformancegoalstotheExecutivebyMarch31ofeachyear,subjecttoany reasonable and necessary revisions to such goals during the year to accommodate the changing requirementsoftheCompany’sbusiness.SuchbonusshallbeawardedbasedontheCompanybonuspolicy and pursuant to the Company’s Management Cash Incentive Plan and, except as is otherwise provided herein, is subject to change at the sole discretion of the Company.The determination of the Company’s BoardorCompensationCommitteewithrespecttobonusesshallbefinalandbinding.Exceptasotherwise providedherein,theExecutiveshallnot beentitledtoanannualbonusiftheExecutiveisnotemployedby theCompanyonthedatewhensuchbonusispaid.Further,theExecutiveshallnotbeentitledtoaprorated bonus distribution upon a Separation from the Company.

(c)Annual Equity Awards. Subject to the approval of the Board or its Compensation Committee, the Company shall grant Employee annual equity awards (“Annual Equity Awards”) in connection with the Company’s annual equity award process and consistent with the Company’s standard equity grant cycle. The number of RSUs granted shall be calculated in accordance with the Company’s equity grant policies and procedures. The Annual Equity Awards shall be subject to the terms and conditions applicable to equity granted under the Company’s 2015 Equity Incentive Plan (the “Plan”), as described in the Plan and in each applicable award agreement. The vesting terms and conditions of any performance-based awards will be set forth in the applicable award agreement.

3.Executive Benefits.Asaregularstatus,full-timeemployee,theExecutivewillbeeligible toparticipateinallCompany-sponsoredbenefits,subjectineachcasetothegenerallyapplicabletermsand conditionsoftheplanorbenefitinquestionandtothedeterminationsofanypersonorcommittee administering such plan or benefit.The Company’s benefits are subject to change from time to time and currentlyincludemedical,dental,visionandlifeinsurance,a401(k)retirementplanwithaCompanymatch, as well as holiday pay and paid-time off.

4.Business Expenses.TheExecutivewillbereimbursedforordinaryandnecessarybusiness expenses that are submitted in accordance with the Company’s then-current policies.In addition, the Executive shall be eligible to fly business class for all flights with a duration of four hours or longer.

5. Employment Relationship.

(a)Employment at Will.TheExecutive’s Employment with the Companyis for no specific period of time.The Executive’s Employment with the Company shall be “at will,” meaning that either the Executive or the Company may terminate the Executive’s Employment at any time and for any reason, with or without cause.Any contrary representations that may have been made to the Executive shall be superseded by this Agreement.This Agreement shall constitute the full and complete agreement between the Executive and the Company on the “at will” nature of the Executive’s Employment, which mayonlybechangedinanexpresswrittenagreementsignedbytheExecutiveandtheCompany’sGeneral Counsel or Chief Executive Officer.

(b)Rights Upon Termination.UponanyterminationofEmployment,theExecutive shall be entitled to the compensation, benefits and expense reimbursements that the Executive has earned under this Agreement before and including the effective date of the termination.

6. Termination Benefits.

(a)Conditions.  If the Executive is subject to an Involuntary Termination as described below in this Section 6, then the Executive will be entitled to the benefits described in this Section 6, provided that the Executive has (i) completed three years of continuous service with the Company (except in the event of a CIC Involuntary Termination (as defined below), (ii) returned all Company property in the Executive’s possession, (iii) resigned as a member of the boards of directors of the Company and all of its

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Exhibit 10.1

subsidiaries, to the extent applicable, and (iv) executed a general release of all claims, in a reasonable form prescribed by the Company (the “Release”).  The Executive must execute and return the Release on or before the date specified by the Company in the prescribed form (the “Release Deadline”).  The Release Deadline will in no event be later than fifty days after the Executive’s Separation.  For the avoidance of doubt, if the Executive fails to return the Release on or before the Release Deadline, or if the Executive revokes the Release, then the Executive will not be entitled to the benefits described in this Section 6.

(b)Severance Pay.  If the Executive is subject to an Involuntary Termination, then the Company shall pay the Executive a lump sum equal to twelve months of Base Salary (or if an Involuntary Termination occurs at the time of or within eighteen months following such Change in Control (a “CIC Involuntary Termination”), then the Company shall pay the Executive a lump sum equal to the sum of (A) eighteen months of Base Salary plus (B) the Eligible Bonus (calculated, for the avoidance of doubt, as if all performance criteria had been satisfied at 100% of the target level (where applicable)).  Such amount will be referred to as the “Severance” payment.

The cash Severance payment will be made within sixty days after the Executive’s Separation; however, if such sixty-day period spans two calendar years, then the payment will in any event be made in the second calendar year.

If the Executive is subject to an Involuntary Termination and if the Executive elects to continue health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following Separation, then the Company will pay the Executive’s monthly premium under COBRA until the earliest of (i) twelve months after Separation (eighteen months after Separation in the event of a CIC Involuntary Termination), (ii) the expiration of the Executive’s continuation coverage under COBRA or (iii) the date when the Executive receives substantially equivalent health insurance coverage in connection with new employment or self-employment.  Such amounts may be reported as taxable income to the Executive to the extent necessary or advisable to avoid adverse tax consequences to the Executive, the Company or the Company’s other employees, in the Company’s sole discretion.

(c)Vesting of Equity Awards.

(i)Time-Based Equity Awards.  If the Executive is subject to an Involuntary Termination (that does not qualify as a CIC Involuntary Termination), then the Executive will become vested in the greater of (i) an additional 50% of the unvested and outstanding option shares and shares granted pursuant to other equity-based awards that vest solely based on Executive’s continuous Service to the Company (collectively, the “Time-Based Equity Awards”) measured as of the date of the Involuntary Termination or (ii) a number of shares subject to the outstanding Time-Based Equity Awards determined as if the Executive had completed an additional eighteen months of continuous Service measured from the date of the Involuntary Termination.

(ii)Performance-Based Equity Awards.  If the Executive is subject to an Involuntary Termination (that does not qualify as a CIC Involuntary Termination), then the Executive will become vested in that number of shares issuable under the Executive’s then-unvested performance-based equity awards (each a “Performance-Based Equity Award” and collectively, the “Performance-Based Equity Awards”) calculated as follows: (1) the total number of shares eligible for vesting based on the actual achievement of the performance conditions set forth in the applicable Performance-Based Equity Award as determined at the end of the measurement period set forth in such award (the “Eligible Shares”) multiplied by (2) the greater of (A) 0.50 and (B) the portion of the measurement period of such Performance-Based Equity Award during which the Executive provided service to the Company as if the Executive had completed an additional eighteen (18) months of continuous service measured from the date of the Involuntary Termination. For purposes of clarity, the Executive shall vest in 100% of the Eligible Shares under a Performance-Based Equity Award if such award vests during such eighteen-month period of continuous service; and the Executive shall not vest in any portion of a Performance-Based Equity Award

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Exhibit 10.1

unless the minimum performance condition thereunder is achieved in accordance with the terms of such award.

Notwithstanding the foregoing, with respect to Performance-Based Equity Awards outstanding as of April 22, 2024 that are subject to milestones based on the Company’s market capitalization (“Market Valuation Equity Awards”), if the Executive is subject to an Involuntary Termination (that does not qualify as a CIC Involuntary Termination), then the Executive will become vested in such portion(s) of any unvested and outstanding Market Valuation Equity Awards for each performance milestone(s) set forth therein that are achieved within eighteen (18) months following the date Executive ceases providing Services to the Company.

Further, if an Involuntary Termination occurs after a market capitalization performance milestone has been achieved but prior to completion of the continuous service requirements for subsequent vesting (if any), the remaining portions of the Market Valuation Equity Awards shall be eligible for accelerated vesting in accordance with this Section (c)(ii) if and only if the Stock Value equals or exceeds the First Milestone Stock Value or Second Milestone Stock Value (as such terms are defined in the Market Valuation Equity Awards), as applicable, on either (1) the date of such Involuntary Termination or (2) when averaged during the three-month period ending on the date of such Involuntary Termination.

(iii)CIC Involuntary Termination.  If the Executive is subject to a CIC Involuntary Termination, then the Executive shall become fully vested in all of the then-unvested and outstanding Time-Based and Performance-Based Equity Awards.

(iv)Application.  For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, any greater benefits granted to the Executive pursuant to the terms of an existing equity award shall not be superseded hereby.  Further, this Section 6 shall apply to all future Time-Based and Performance-Based Equity Awards, unless the terms of such future award agreements expressly provide otherwise.    

(d)Consulting Agreement.  If the Executive is subject to an Involuntary Termination (that does not qualify as a CIC Involuntary Termination), the Company will consider in good faith a consulting agreement with the Executive (the “Consulting Agreement”).  The terms of any such Consulting Agreement will be subject to approval by the Company’s Board of Directors in its sole discretion.

(e)Definition of “Involuntary Termination.”  For all purposes under this Agreement, “Involuntary Termination” shall mean a Separation as a result of either (i) the involuntary discharge of the Executive by the Company (or the parent or subsidiary employing him) for reasons other than Cause or (ii) a voluntary resignation by the Executive for Good Reason.

(f)Definition of “Cause.”  For all purposes under this Agreement, “Cause” shall mean:  (i) the unauthorized use or disclosure by the Executive of the Company’s confidential information or trade secrets;  (ii) a material breach by the Executive of any agreement between the Executive and the Company; (iii) a material failure by the Executive to comply with the Company’s written policies or rules; (iv) the Executive’s commission of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state thereof; (v) the Executive’s gross negligence, willful misconduct or commission of an act of fraud in his dealings with the Company; (vi) failure by the Executive to perform, or apply the requisite effort to, his assigned duties; (vii) the Executive’s (1) inability to perform the essential functions of the Executive’s position, with or without reasonable accommodation, for a period of at least 120 consecutive days because of a physical or mental impairment or (2) death; or (viii) failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or executives, if the Company has requested such cooperation. Any determination of Cause by the Company shall be made by the Board; provided, however, that no such determination may be made with respect to (ii), (iii), (vi), and (viii) above until the Executive has been given written notice detailing the specific Cause

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Exhibit 10.1

event and such event remains uncured (if susceptible to cure) to the reasonable satisfaction of the Board for a period of thirty (30) days following the receipt of such notice.

(g)Definition of “Change in Control.”  For all purposes under this Agreement, “Change in Control” means (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming 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’s then-outstanding voting securities; (ii) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) the consummation of a merger or consolidation of the Company with or into another entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than 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; or (iv) individuals who are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.  The foregoing notwithstanding, a transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.  In addition, if a Change in Control constitutes a payment event with respect to any equity award which provides for a deferral of compensation and is subject to Code Section 409A, then notwithstanding anything to the contrary in the Plan or applicable equity award agreement the transaction with respect to such equity award must also constitute a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Code Section 409A.

(h)Definition of “Good Reason.”  For all purposes of this Agreement, “Good Reason” shall mean any action by the Company, in each case without the Executive’s prior written consent, that (i) results in a material diminution in the Executive’s duties, authority or responsibilities or a diminution in the Executive’s title or position (other than for Cause); provided, that, for the avoidance of doubt, (x) modifying the Executive’s title and (y) the failure to nominate or maintain the Executive on the Board (other than for Cause) shall each constitute Good Reason; (ii) requires the Executive to report to any person other than the Board; (iii) reduces the Base Salary, annual incentive bonus opportunity, grant date fair value of annual long-term incentive equity awards in forms including Options, RSUs and Performance Awards, or benefits under employee benefit or retirement plans, policies, practices, or arrangements in which the Executive participates; (iv) relocates the Executive’s principal place of employment to a location more than 25 miles from the Company’s office in Austin, Texas; provided, that if the Executive agrees in writing to establish another location as his principal place of employment, then for purposes of this clause (iv), such other location shall be substituted for Austin, Texas; or (v) constitutes a material breach by the Company of this Agreement (including, without limitation, failure to timely pay or award the Base Salary, annual incentive bonus or the annual long-term incentive equity awards or provide benefits under any material agreement between the Executive and the Company); provided, in all cases, that, in no event shall the occurrence of any such condition constitute Good Reason unless (1) the Executive gives notice to the Company of the condition giving rise to Good Reason within 120 days following its initial existence, (2) the Company fails to cure such condition within 30 days following the date such notice is given and (3) the Executive terminates his employment with the Company within 120 days following the expiration of such cure period. The existence of Good Reason will not be affected by the Executive’s temporary incapacity due to physical or mental illness not constituting a “disability” as defined in the regulations under Section 409A of the Code and the Treasury Regulations promulgated thereunder.

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Exhibit 10.1

(i)Definition of “Separation.”  For all purposes under this Agreement, “Separation” shall mean a “separation from service,” as defined in the regulations under Section 409A of the Code and the Treasury regulations promulgated thereunder.

(j)Definition of “Code.”  For all purposes under this Agreement, “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

(k)Definition of “Service.”  For all purposes under this Agreement, “Service” shall mean service as an employee or consultant of the Company.

(l)Golden Parachute Tax Limitation.

(i)In the event that it is determined that any payment or distribution of any type (cash, equity or otherwise) to or for the Executive’s benefit made by the Company, by any of its affiliates, by any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G and the regulations thereunder) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or under any other agreement including the Executive’s equity award agreements (the “Total Payments”), would be subject to the excise tax imposed by Code Section 4999 or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then the Total Payments shall be made to the Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Total Payments being subject to Excise Tax (a “Reduced Payment”), whichever of the foregoing results in the Executive’s receipt, on an after-tax basis, of benefits of the greatest value, notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax.

(ii)For avoidance of doubt, the Total Payments shall include acceleration of vesting of equity awards granted by the Company that accelerate in connection with a Change in Control of the Company, but only to the extent such acceleration of vesting is deemed a parachute payment with respect to a Change in Control of the Company.

(iii)The determination (the “Determination”) as to whether any of the Total Payments are “parachute payments” (within the meaning of Code Section 280G) and whether to make a Reduced Payment shall be made by an independent accounting firm selected by the Company (the “Accounting Firm”), which shall provide such Determination, together with detailed supporting calculations both to the Company and to the Executive within seven business days of the Executive’s Separation, if applicable, or such earlier time as is requested by the Company or by the Executive (if the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax).  In any event, as promptly as practicable following the Accounting Firm’s Determination, the Company shall pay or transfer to or for the Executive’s benefit such amounts as are then due to the Executive and shall promptly pay or transfer to or for the Executive’s benefit in the future such amounts as become due to the Executive.  Any determination by the Accounting Firm shall be binding upon the Executive and the Company, absent manifest error.

(iv)For purposes of determining whether to make a Reduced Payment, if applicable, the Company shall cause to be taken into account all federal, state and local income and employment taxes and excise taxes applicable to the Executive (including the Excise Tax).  If a Reduced Payment is made, the Company shall reduce or eliminate the Total Payments in the following order:  (1) cancellation of accelerated vesting of options with no intrinsic value, (2) reduction of cash payments, (3) cancellation of accelerated vesting of equity awards other than options, (4) cancellation of accelerated vesting of options with intrinsic value and (5) reduction of other benefits paid to the Executive.  In the event that acceleration of vesting is reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executive’s equity awards.  In the event that cash payments or other benefits are

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Exhibit 10.1

reduced, such reduction shall occur in reverse order beginning with payments or benefits which are to be paid farthest in time from the date of the Determination.  For avoidance of doubt, an option will be considered to have no intrinsic value if the exercise price of the shares subject to the option exceeds the fair market value of such shares.

(v)As a result of uncertainty in the application of Code Sections 4999 and 280G of at the time of the initial Determination by the Accounting Firm hereunder, it is possible that payments will have been made by the Company that should not have been made (an “Overpayment”) or that additional payments that will not have been made by the Company could have been made (an “Underpayment”), consistent in each case with the calculation of whether and to what extent a Reduced Payment shall be made hereunder.  In either event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred.  In the event that the Accounting Firm determines that an Overpayment has occurred, such Overpayment shall be treated for all purposes as a loan to the Executive that the Executive shall repay to the Company, together with interest at the applicable federal rate provided in Code Section 7872(f)(2); provided, however, that no amount shall be payable by the Executive to the Company if and to the extent that such payment would not reduce the amount that is subject to taxation under Code Section 4999.  In the event that the Accounting Firm determines that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to or for the Executive’s benefit, together with interest at the applicable federal rate provided in Code Section 7872(f)(2).

(vi)If this Section 6(l) is applicable with respect to the Executive’s receipt of a Reduced Payment, it shall supersede any contrary provision of any plan, arrangement or agreement governing the Executive’s rights to the Total Payments.

7.Proprietary Information and Inventions Agreement.TheExecutivewillremainsubject to the Company’s standard Proprietary Information and Inventions Agreement, which the Executive has previously signed.

8.Successors.This Agreement shall be binding upon any successor (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantiallyalloftheCompany’sbusinessand/orassets.ForallpurposesunderthisAgreement,theterm “Company” shall include any successor to the Company’s business and/or assets that becomes bound by this Agreement.

9. Miscellaneous Provisions.

(a)Notice.Notices and all other communications contemplated by this Agreement shallbeinwritingandshallbedeemedtohavebeendulygivenwhenpersonallydeliveredorwhenmailed by U.S. registered or certified mail, return receipt requested and postage prepaid.In the case of the Executive, mailed notices shall be addressed to him at the home address that he most recently communicated to the Company in writing.In the caseof the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Corporate Secretary. Notices may also be sent by electronic mail or facsimile and will be effective upon transmission or confirmationoftransmission,asthecasemaybe,totheaddressofthepartytobenoticedassetforthherein or to such other address as such party last provided to the other by written notice.

(b)Modifications and Waivers.No provision of this Agreement shall be modified, waivedordischargedunlessthemodification,waiverordischargeisagreedtoinwritingbytheExecutive and by an officer of the Company authorized by the Company’s Board.No waiver by either party of any breach of, or of compliancewith, anycondition or provision of this Agreement bythe other partyshall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

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Exhibit 10.1

(c)409A.If the Company determines that the Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code at the time of the Executive’s Separation, then the cash SeverancepaymentunderSection6,totheextentthatitissubjecttoSection409AoftheCode,willbepaid onthefirstbusinessdayfollowingtheearlierof(A) theexpirationofthesix-monthperiodmeasuredfrom the Executive’s Separation or (B) the date of the Executive’s death.For purposes of Section 409A of the Code, each “payment” (as defined by Section 409A of the Code) made under this Agreement shall be considereda“separatepayment.”Inaddition,forpurposesofSection409AoftheCode,eachsuchpayment shallbedeemedexemptfromSection409AoftheCodetothefullestextentpossibleunderthe“short-term deferral”exemptionofTreasuryRegulation §1.409A-1(b)(4),aswellasanyotherapplicableexemptions.

(d)Whole Agreement.No other agreements, representations or understandings (whetheroral or writtenandwhetherexpressor implied) thatarenotexpresslysetforthinthisAgreement have been made or entered into by either party with respect to the subject matter hereof.This Agreement containstheentireunderstandingofthepartieswithrespecttothesubjectmatterhereofandsupersedesand replaces any prioragreements,representations orunderstandingsbetweenthepartieswithrespecttothe

subjectmatterhereof,includingwithoutlimitation thatcertainemploymentagreementbyandbetweenthe Executive and the Company entered into as of August 7, 2017, as amended from time to time.

(e)Withholding Taxes.All forms of compensation referred to in this Agreement shall be subject to reduction to reflect taxes or other deductions required to be withheld by law.The Executive is encouraged to obtain his own tax advice regarding the Executive’s compensation from the Company.TheExecutiveagreesthattheCompanydoesnothaveadutytodesignitscompensationpolicies inamannerthatminimizestheExecutive’staxliabilities,andtheExecutivewillnotmakeanyclaimagainst the Company or its Board related to tax liabilities arising from the Executive’s compensation.

(f)Choice of Law, Choice of Venue and Severability.This Agreement shall be interpreted in accordance with the laws of the State of Texas (except their provisions governing the choice of law).The Company and the Executive agree to file any claims, complaints or actions, whether in law or equity, arising out of the Executive’s employment with the Company with the federal courts of competent jurisdiction located in Travis County, Texas, and the state courts of competent jurisdiction locatedinTravisCounty,StateofTexasonly,andsuchcourtsshallhaveexclusivejurisdictionof anysuchmatters.IfanyprovisionofthisAgreementbecomesorisdeemedinvalid,illegalorunenforceable inanyapplicablejurisdictionbyreasonofthescope,extentordurationofitscoverage,thensuchprovision shall be deemed amended to the minimum extent necessary to conform to applicable law so as to be valid andenforceableor,ifsuchprovisioncannotbesoamendedwithoutmateriallyalteringtheintentionofthe parties, then such provision shall be stricken and the remainder of this Agreement shall continue in full forceandeffect.IfanyprovisionofthisAgreementisrenderedillegalbyanypresentorfuturestatute,law, ordinance or regulation (collectively, the “Law”), then such provision shall be curtailed or limited only to the minimum extent necessary to bring such provision into compliance with the Law.All the other terms and provisions of this Agreement shall continue in full force and effect without impairment or limitation.

(g)No Assignment.This Agreement and all rights and obligations of the Executive hereunder are personal to the Executive and may not be transferred or assigned by the Executive at any time.TheCompanymayassignitsrightsunderthisAgreementtoanyentitythatassumesthe Company’s obligationshereunderinconnectionwithanysaleortransferofallorasubstantialportionoftheCompany’s assets to such entity.

(h)Counterparts.This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.

EXECUTIVE

By: ​ ​/s/ Steve Chapman​ ​

Name:  Steve Chapman

NATERA, INC.

By: ​ ​/s/ Rowan Chapman​ ​

Name: Rowan Chapman

Title:  Compensation Committee Chair