Edgewise Therapeutics (EWTX) 10-K 2022 FY Annual report

Exhibit 10.12

December14,2022

MarcSemigran,M.D.

Re: Employment Offer

DearDr.Semigran,

ThiswillconfirmthetermsunderwhichEdgewiseTherapeutics,Inc.(the“Company”)has madeyouanofferofemployment:

1.Position.You will serve as Chief Development Officer, Cardiovascular Therapies and shall perform such duties as are ordinary, customary and necessary in such role.You will reporttotheChiefExecutiveOfficeroftheCompany.YourstartdatewiththeCompanyshallbe December19,2022(the“Start Date”).TheStartDatemaybe laterifagreedtobybothyouand theCompany.Youshalldevoteyourfullbusinesstime,skillandattentiontotheperformanceof your duties on behalf of the Company.You will devote your efforts to the interests of the Company as set forth in the preceding sentence and will not engage in other employment or in any activities detrimental to the interests of the Company without the prior written consent of the Company.

You will be permitted to perform your duties remotely from Boston, MA, subject to customary travel as reasonably required by the Company and necessary to perform your job duties, including to the Company’s corporate offices located in Boulder, Colorado.We ask that youkeepusinformed ofthelocationfromwhichyouareperformingservicesinordertoensure compliancewithapplicablerules,policies,andregulations.Subjecttoanyshelter-in-placeorder, quarantineorder,orsimilarwork-from-homerequirementaffectingyourabilitytobepresentat our Boulder offices, you can of course choose to perform your duties from there.

YouarebeingofferedemploymentattheCompanybasedonyourgeneralpersonalskills and experience, and not due to your knowledge of any confidential, proprietary or trade secret information of a prior or current employer, or any goodwill or business relations you may have developed in connection with such employment.Should you accept this offer, we do not want youtomakeuseofordiscloseanysuchinformationfromapriororcurrentemployerortoretain or disclose any materials from a prior or current employer.

2.Proof of Right to Work; Assignment Agreement.On your first day of work you will be required to prove your eligibility for employment under the Immigration and Reform Control Act of 1986, as well as to sign and comply with the Company’s standard invention assignment and proprietary information agreement (“Confidentiality Agreement”) which requires, amongotherprovisions,the assignmentof patent rightstoany inventionmadeduring your employment at the Company and non-disclosure of proprietary information.

3. Compensation and Benefits.

a)Salary.The Company agrees to pay you an annual salary of four hundred eightyeightthousanddollars($488,000),whichwillbepayable,lessanyapplicablewithholdings, inaccordancewiththeCompany’snormalpayrollpractices.Yoursalarywillbesubjecttoreview and adjustment from time to time by our Board of Directors (the “Board”) or its Compensation Committee (the “Committee”), as applicable, in its sole discretion.

b)Bonus.You will be eligible for a discretionary performance bonus up to 40% of your annual salary earned during the fiscal year, based on achieving performance objectives established by the Board or the Committee, as applicable, in its sole discretion and payable upon achievement of those objectives as determined by the Committee.Unless determined otherwise by the Board or Committee, as applicable, (i) any such bonus will be subjecttoyourcontinuedemploymentthroughanduntilthedateofpaymentand(ii)anybonus forthefiscalyearinwhichyoucommenceemploymentwiththeCompanywillbeproratedbased on theperiodduringsuchfiscalyearthatyouareemployedwiththeCompany.Anysuchbonus amountspaidwillbesubjecttoanyapplicablewithholdings.Yourannualbonusopportunityand the applicable terms and conditions may be adjusted from time to time by our Board or the Committee, as applicable, in its sole discretion.

c)Stock Options.Subject to approvalof the Committee, you will receive an option (the “Option”) to

purchase 300,000 shares of the Company’s common stock pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”) and the form of option agreement approved by the Board for use under the Plan (collectively, the “Option Documents”).The per shareexercisepriceoftheOptionwillequalthepersharefairmarketvalueofthecommonstock on the date of grant, as determined under the Option Documents.So long as you continue in service with the Company, the Option will vest and become exercisable with respect to 25% of thesharesontheone-yearanniversaryofyourStartDate,andwithrespecttothebalanceofthe shares underlying the Initial Option, in thirty-six (36) equal monthly installments upon your completion of each additional month of service thereafter.

d)Benefits.You will be eligible to participate in the benefit plans and programs established by the Company for its employees from time to time, subject to their applicable terms and conditions, including without limitation any eligibility requirements.

e) Electronic Devices and Expenses.The Companywill(1)provideyouwith,

or reimburse you for expenses incurred by you in connection with the useof, electronicdevices (suchasacomputerorcellphone),and(2)reimburseyouforreasonabletravelorotherexpenses incurredbyyou,ineachcaseinthefurtheranceoforinconnectionwiththeperformanceofyour employment duties, pursuant and subject to the terms of the Company’s expense reimbursementpolicyasmaybeineffectfromtimetotime.TheCompanyreservestherightto modify,amend,suspendorterminatethebenefitplans,programs,andarrangementsitoffersto its employees at any time.

4.Severance.Subject to the approval of the Committee, you will be eligible to participate in the Company’s Executive Change in Control and Severance Plan (the “Severance Plan”) at the CDO level, based on your position within the Company.The Severance Plan and your Participation Agreement are attached to this letter as Exhibit A.

5.At-Will Employment.You will be an at will employee of the Company, which means that the employment relationship can be terminated by either you or the Company for anyreason,atanytime,withorwithoutpriornoticeandwithorwithoutcause.Anystatements orrepresentationstothecontraryshouldberegardedbyyouasineffective.Anymodificationor change in the at-will employment status may only occur by way of a written employment agreement signed by you and an authorized member of the Board.

6.Expiration.This offer shall expire on December 15, 2022 and is contingent on (i) your signing the Company’s Confidentiality Agreement in the form attached to this letter as Exhibit B, (ii) and satisfactory completion of a pre-employment education verification and criminalbackgroundcheckand(iii)youracceptanceorthisoffernotviolating,conflictingwithor constituting a default under any other contractual obligation between you and any third party.

7.Protected Activity Not Prohibited.TheCompanyandyouacknowledgeandagree thatnothinghereinlimitsorprohibitsyoufromfilingand/orpursuingachargeorcomplaintwith, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization from, the Company.Inaddition,nothinghereinisintendedtolimityourrightstodiscusstheterms,wages, and working conditions of their employment, nor to deny employees the right to disclose informationpertainingtosexualharassmentoranyunlawfulorpotentiallyunlawfulconduct,as protected by applicable law.Youfurther understand that you are not permitted to disclose the Company’sattorney-clientprivilegedcommunicationsorattorneyworkproduct.Inaddition,you acknowledge that the Company has provided you with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets.The full text of the notice is attached in Exhibit C.

8.Miscellaneous.This letter, together with the Confidentiality Agreement, the Option Documents, and the Severance Plan and Participation Agreement thereunder, constitute the entire agreement between you and the Company regarding the material terms and conditions of your employment, and they supersede and replace all prior negotiations, representations or agreements between you and the Company. This letter will be governed by the laws of the State of Colorado but without regard to the conflict of law provision. This letter may be modified only by a written agreement signed by a duly authorized officer of the Company (other than yourself) and you.

Pleaseindicateyouracceptancetotheforegoingtermsbysigningthisletterwhereindicated below and returning it to me.

Remaining portion of this page left blank intentionally.

IamdelightedthatyouwillbejoiningourteamandIamlookingforwardtoworkingwith you.Ifyouhaveanyquestions,pleasegivemeacall.

Best Regards,

Edgewise Therapeutics, Inc.

/s/ Kevin Koch

Kevin Koch, Ph.D.

Chief Executive Officer

Date: December 15, 2022

AGREED TO AND ACCEPTED BY:

/s/ Marc Semigran

Marc Semigran, M.D., Ph.D.

Date: December 15, 2022

Exhibit A

Executive Change in Control and Severance Plan and Participation Agreement

Exhibit B

Confidentiality Agreement

Exhibit C

Section 7 of the Defend Trade Secrets Act of 2016

“...AnindividualshallnotbeheldcriminallyorcivillyliableunderanyFederalorStatetrade secretlawforthedisclosureofatradesecretthat—(A)ismade—(i)inconfidencetoaFederal, State,orlocalgovernmentofficial,eitherdirectlyorindirectly,ortoanattorney;and(ii)solelyfor thepurposeofreportingorinvestigatingasuspectedviolationoflaw;or(B)ismadeinacomplaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. . . .An

individualwhofilesalawsuitforretaliationbyanemployerforreportingasuspectedviolationof lawmaydisclosethetradesecrettotheattorneyoftheindividualandusethetradesecret informationinthecourtproceeding,iftheindividual—(A)filesanydocumentcontainingthetrade secretunderseal;and(B)doesnotdisclosethetradesecret,exceptpursuanttocourtorder.”