Exhibit 10.1
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED BY ASTERISKS
Bonus Agreement
GALECTO BIOTECH ApS
and
Hans Thalsgård Schambye
GALECTO BIOTECH ApS
CVR no. 34878366
Ole Maaløes Vej 3
2200 København N
(the "Company")
and
Hans Thalsgård Schambye
[Address Omitted]
(the "CEO")
(each a "Party" and collectively referred to as the "Parties")
have today entered into this retention bonus agreement (the "Bonus Agreement") relating to the service agreement between the Parties, dated 23 April 2013 (the “Service Agreement”).
For the sake of good order and referring to the Executive Separation Benefits Plan, the Sale Event is defined as meaning (i) the sale of all or substantially all of the assets of Galecto Inc. on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of Galecto Inc.’s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the common stock of Galecto Inc. to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of Galecto, Inc.’s outstanding voting power immediately prior to such transaction do not own at least a majority of the
outstanding voting power of Galecto, Inc. or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from Galecto, Inc. For the avoidance of doubt, if a Sale Event has not taken place by no later than 30 June 2024, the CEO will not be entitled to receive any bonus for Bonus Event 1;
(The bonus for Bonus Event 1, bonus for Bonus Event 2 and bonus for Bonus Event 3 are for the purpose of this Bonus Agreement collective referred to as the “Bonus Events”).
Date: 26 September 2023 For GALECTO BIOTECH ApS |
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/s/ Jonathan Freve |
Jonathan Freve |
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Date: 26 September 2023 |
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/s/ Hans Thalsgård Schambye |
Hans Thalsgård Schambye |