Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, Federico A. Monzon, M.D., former Chief Medical Officer
of Castle Biosciences, Inc. (the "Company"), resigned effective as of May 31,
2020. On May 29, 2020, in connection with his resignation, the Company entered
into an Employment Separation Agreement with Dr. Monzon (the "Separation
Agreement") and a Master Services Agreement with Genomic Path LLC, a consulting
firm wholly owned by Dr. Monzon (the "Consultant"), pursuant to which Dr. Monzon
will provide consulting services to the Company (the "Consulting Agreement").
Under the Separation Agreement, which contains a customary release of claims in
favor of the Company, (i) Dr. Monzon will receive a cash payment for his accrued
salary and paid time off through May 31, 2020, subject to standard withholdings
and deductions, (ii) the Company agreed to enter into the Consulting Agreement
and (iii) Dr. Monzon's outstanding equity awards will continue to vest and
remain exercisable in accordance with their terms during the term of the
Consulting Agreement.
The Consulting Agreement provides that the Consultant will provide certain
services to the Company on a project basis from time to time at a rate of
$350.00 per hour. The Consulting Agreement has an initial term through May 31,
2021, which may be renewed for consecutive one-year periods by mutual written
agreement. The Consulting Agreement also requires the Consultant to adhere to
non-solicitation and non-interference restrictions for a period of three years
following termination of the Consulting Agreement and non-competition
restrictions for a period of one year following termination of the Consulting
Agreement. Among other termination provisions, the Company has the right to
terminate the Consulting Agreement immediately for any reason with or without
prior notice.
Copies of the Separation Agreement and the Consulting Agreement are filed as
Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K,
and the foregoing descriptions of the Separation Agreement and the Consulting
Agreement are qualified in their entirety by reference to such exhibits.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Separation Agreement dated May 29 , 2020, by and between
Castle Biosciences, Inc. and Federico A. Monzon, M.D.
10.2 Master Services Agreement dated May 29 , 2020, by and between
Castle Biosciences, Inc. and Genomic Path LLC.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses