Execution copy
EMPLOYMENT AGREEMENT
and
The Employer and the Employee will hereinafter also be referred to jointly as the "Parties" and each separately as the "Party".
WHEREAS
HEREBY AGREE AS FOLLOWS
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(15) years.
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NewAmsterdam Pharma Company N.V. (prior to its conversion: NewAm- sterdam Pharma Company B.V.), a new publicly traded company that has been referred to as "Holdco". On the condition that the Transactions have closed and the Employee's service has continued after 1 January 2023, the Employee's salary will be increased to a gross monthly salary of EUR 35,402.50. This salary increase remains subject to the Employer's discre- tion to make adjustments if circumstances change.
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3.1 in the first 52 weeks (first year) of illness and 70% in the subsequent 52 weeks (second year) of illness, as long as the Employment Agreement remains in effect.
The Employer does not operate a pension scheme.
If any remuneration, salary, entitlement or other benefit of the Employee under or in connection with this Employment Agreement, is subject to the levy of income tax and/or social security premiums under the 2001 Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001) or any other appli- cable income tax law in any jurisdiction and/or the social security laws, the relevant tax and social security premiums shall be borne by the Employee.
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The Employee shall permit the Employer, its affiliates or agents (as the case may be) to withhold or deduct from any payment of any kind due to the Employee under or in connection with this Employment Agreement, an amount equal to such taxes or social security premiums due and for which the Employer or its affiliate has an obligation to withhold and ac- count.
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As a condition to the effectiveness of this Employment Agreement, the Employee will execute and deliver to the Company contemporaneously herewith an Confidentiality and Assignment of Inventions Agreement (the “CAIA”), which CAIA contains certain non-competition, non-solicitation, non-disclosure and assignment of inventions provisions in favour of the Employer. The Employee agrees to abide by the terms of the CAIA, which are hereby incorporated by reference into this Employment Agreement. The Employee acknowledges that the provisions of the CAIA will survive the termination of Employee's employment and the termination of the term for the periods set forth in the CAIA.
Upon termination of the Employment Agreement by the Employer without Cause (as defined below), the Employee will be entitled to receive a termi- nation fee equal to twelve (12) gross monthly salaries as stated in clause
3.1 (“Termination Fee”), or such greater termination fee as is required by Dutch law. For purposes of this Employment Agreement, “Cause” shall mean any reasonable and good faith basis for the Employer to be dissatis- fied due to:
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section 7:677 jo. 7:678 Dutch Civil Code; or
For the avoidance of doubt, termination in relation to merger, consolidation or sale of company business or the sale of stock, sale of assets by Employer whether such termination is initiated by Employer or the new company, shall not be considered a termination for Cause.
In accordance with article 7:613 of the Dutch Civil Code, the Employer has the right to amend or supplement this Employment Agreement and everything that applies between the parties in its context, if the Employer has such a compelling interest that the Employee's interest must yield thereto on the basis of standards of reasonableness and fairness.
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agreed otherwise or deviated from in this Employment Agreement.
[Signature page follows]
Agreed on 18 November 2022.
on behalf of
NewAmsterdam Pharma B.V. represented by NewAmsterdam Pharma Holding B.V., in its turn represented by,
/s/ Michael H. Davidson /s/ John Kastelein
Name: M.H. Davidson Position: CEO
Name: Wester Investments B.V., represented by J.J.P. Kastelein Position: CSO
Prof. J.J.P. (John) Kastelein
/s/ John Kastelein
NewAmsterdam Pharma Holding B.V.
represented by,
For agreement of article 15.5
/s/ Michael H. Davidson /s/ John Kastelein
Name: M.H. Davidson Position: CEO
Name: Wester Investments B.V., represented by J.J.P. Kastelein Position: CSO
Wester Investments B.V.
For agreement of article 15.5
/s/ John Kastelein
Name: J.J.P. Kastelein
Position: Director