Exhibit 10.1
Amended and Restated Employment Agreement
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) effective as of August 1, 2024 (the “Effective Date”), by and between STEVE CHAPMAN (the “Executive”) and NATERA, INC., a Delaware corporation (the “Company”).
1. | Duties and Scope of Employment. |
2. | Cash and Incentive Compensation. |
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Exhibit 10.1
5. | Employment Relationship. |
6. | Termination Benefits. |
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Exhibit 10.1
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.
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Exhibit 10.1
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.
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Exhibit 10.1
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Exhibit 10.1
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Exhibit 10.1
9. | Miscellaneous Provisions. |
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Exhibit 10.1
subject matter hereof, including without limitation that certain employment agreement by and between the Executive and the Company entered into as of August 7, 2017, as amended from time to time.
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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