09/20/2021 | Press release | Distributed by Public on 09/20/2021 15:13

Tony Allen Re:Employment Agreement (Form 8-K)

TonyAllen

Re:EmploymentAgreement

DearTony:

On behalf of Lucira Health, Inc. (the "Company"), I am pleased to offer you employment at the Company on theterms set forth in this offer letter agreement (the "Agreement"). As discussed, the terms of this Agreementgovern with respect to your employment, which shall commence no later than September 20, 2021 (such actualdateofyourcommencementofemploymentshallbereferredtohereinasthe"StartDate").

(b)DutiesandLocation.Youwillperformthosedutiesandresponsibilitiesasarecustomary for the position of Chief Operations Officer (which will include duties related to Manufacturing andSupply Chain Management), and as may be directed by Chief Executive Officer, to whom you will report.Yourprimary office location will be your home office in San Diego, California, however, you will also be required toperformservicesattheCompany'sofficesinEmeryville,CaliforniauponrequestbytheCompanyorasnecessitated by your job duties.Notwithstanding the foregoing, the Company reserves the right to reasonablyrequire you to perform your duties at places other than your primary office location or the Company's Emeryville,California offices from time to time, and to require reasonable business travel.Subject to the terms of thisAgreement, the Company may modify your job title, duties, and reporting relationship as it deems necessary andappropriateinlightoftheCompany'sneedsandinterestsfromtimetotime.

(c)Outside Activities. Throughout your employment with the Company, you may engagein civic and not-for-profit activities so long as such activities do not interfere with the performance of your dutieshereunder or present a conflict of interest with the Company.During your employment by the Company, excepton behalf of the Company, you will not directly or indirectly serve as an officer, director, stockholder, employee,partner,proprietor,investor,jointventurer,associate,representativeorconsultantofanyotherperson,corporation, firm, partnership or other entity whatsoever known by you to compete with the Company (or isplanning or preparing to compete with the Company), anywhere in the world, in any line of business engaged in(orplannedtobeengagedin)bytheCompany;provided,however,thatyoumaypurchaseorotherwiseacquireup to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating intheactivitiesofsuchenterprise)ifsuchsecuritiesarelistedonanynationalorregionalsecuritiesexchange.

(a)Base Salary.You will be paid a base salary at the rate of $410,000 per year, lessapplicable payroll deductions and withholdings.Your base salary will be paid on the Company's ordinary payrollcycle.As an exempt salaried employee, you will be required to work the Company's normal business hours, andsuch additional time as appropriate for your work assignments and position, and you will not be entitled toovertimecompensation.

(b)Employee Benefits. As a regular full-time employee, you will be eligible to participatein the Company's standard employee benefits offered to executive level employees, as in effect from time to timeandsubjecttothetermsandconditionsofthebenefitplansandapplicableCompanypolicies.Afulldescription

1

of these benefits is available upon request. Subject to the terms of this Agreement, the Company may changeyourcompensationandbenefitsfromtimetotimeinitsdiscretion.

(c)Sign-On/Retention Bonus.If you join the Company, you will also be eligible to earn aone-time bonus of $170,000, less applicable withholdings (the "Sign-On/Retention Payment").The Companywilladvanceyou$50,000oftheSign-On/RetentionPayment,priortoitsbeingearned,withinthirty(30)daysafter your Start Date, and will pay you the remaining $120,000 of the Sign-On/Retention Payment on March 31,2022, subject to your continued employment through such date.You will earn the Sign-On/Retention Payment ifyou remain continuously employed with the Company through March 31, 2022.If your employment with theCompany terminates for any reason prior to March 31, 2022, you agree to repay, within thirty (30) days of yourlast day of employment with the Company, the entire Sign-On/Retention Payment paid to you by the Company inadvanceofbecomingearned.

(d)Annual Discretionary Bonus.You will also be eligible to earn an annual discretionarybonus, with a target bonus of 40% of your base salary (as provided in the Company's 2021 Annual Incentive Planfor executive-level employees), prorated for calendar year 2021 based on the length of time you are employed bythe Company in 2021.The amount of this bonus will be determined in the sole discretion of the Company andbased, in part, on your performance and the performance of the Company during the calendar year, as well as anyother criteria the Company deems relevant, as set forth in the Company's 2021 Annual Incentive Plan or anysuccessorbonusprogramsponsoredbytheCompany.

(e)Equity Compensation.Subject to approval by the Company's Board of Directors (the"Board"),theCompanyanticipatesgrantingyouRestrictedStockUnits("RSUs")thatwillapproximate

$1,500,000.TheRSUswillbegovernedbythetermsandconditionsoftheCompany's2021EquityIncentivePlan (the "Plan") and will include a four year vesting schedule, under which 25% will vest 12 months after thevesting commencement date, and 3/48ths of the total shares will vest on the first day of the last month of eachquarter thereafter, until either the RSUs are fully vested or your continuous service (as defined in the Plan)terminates,whicheveroccursfirstwithaoneyearcliff.

(f)Officer Severance Benefit Plan.You will be eligible to participate in the Company'sOfficer Severance Benefit Plan (the "Severance Plan") subject to the terms and conditions of the Severance Plan.AcopyoftheSeverancePlanhasbeenprovidedtoyouconcurrentlywiththisAgreement.

(g)Expenses. The Company will reimburse you for reasonable travel, entertainment orother expenses incurred by you in furtherance of or in connection with the performance of your duties hereunder,inaccordancewiththeCompany'sexpensereimbursementpoliciesandpracticesasineffectfromtimetotime.

(a)Confidentiality Agreement.As a condition of employment, you agree to sign andcomply with the Company's Employee Confidential Information and Inventions Assignment Agreement (the"Confidentiality Agreement"), enclosed with this Agreement.In addition, you are required to abide by theCompany's policies and procedures, as adopted or modified from time to time within the Company's discretion,and acknowledge in writing that you have read and will comply with such policies and procedures (and provideadditionalsuchacknowledgementsassuchpoliciesandproceduresmaybemodifiedfromtimetotime);provided, however, that in the event the terms of this Agreement differ from or are in conflict with the Company'sgeneralemploymentpoliciesorpractices,thisAgreementshallcontrol.

(b)Conflicting Obligations.By signing thisAgreement,you arerepresenting thatyou havefullauthoritytoacceptthispositionandperformthedutiesofthepositionwithoutconflictwithanyother

2

256001988v1

obligations and that you are not involved in any situation that might create, or appear to create, a conflict ofinterest with respect to your loyalty or duties to the Company. You specifically warrant that you are not subject toanemploymentagreementorrestrictivecovenantpreventingfullperformanceofyourdutiestotheCompany.You agree not to bring to the Company or use in the performance of your responsibilities at the Company anyinformation,materialsordocumentsofaformeremployerthatarenotgenerallyavailabletothepublic,unlessyou have obtained express written authorization from the former employer for their possession and use.You alsoagreetohonorallobligationstoformeremployersduringyouremploymentwiththeCompany.

4.AT-WILL EMPLOYMENT RELATIONSHIP.Your employment relationship with the Company is at will.Accordingly, you may terminate your employment with the Company at any time and for any reason whatsoeversimply by notifying the Company; and the Company may terminate your employment at any time, with or withoutCause or advance notice. If your employment is terminated by you or the Company for any reason, you agree toresign from any position you hold on the Board, to be effective no later than the date of your termination (or suchotherdateasrequestedbytheBoard).

5.COMPLIANCE WITH OR EXEMPTION FROM SECTION 409A.It is intended that the benefits set forth inthis Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of theInternal Revenue Code of 1986, as amended, (the "Code") (Section 409A, together with any state law of similareffect,"Section409A")providedunderTreasuryRegulations1.409A-1(b)(4),1.409A-1(b)(5)and1.409A-1(b)(9).With respect to reimbursements or in-kind benefits provided to you hereunder (or otherwise) that are notexemptfromSection409A,thefollowingrulesshallapply:(i)theamountofexpenseseligibleforreimbursement, or in-kind benefits provided, during any one of your taxable years shall not affect the expenseseligible for reimbursement, or in-kind benefit to be provided in any other taxable year, (ii) in the case of anyreimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable yearfollowing the taxable year in which the expense was incurred, (iii) the right to reimbursement or in-kind benefitsshallnotbesubjecttoliquidationorexchangeforanotherbenefit.

(a)Arbitration Agreement.To ensure the rapid and economical resolution of disputes thatmay arise in connection with your employment with the Company, you and the Company agree that any and alldisputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from orrelating to the enforcement, breach, performance, or interpretation of this Agreement, your employment with theCompany,ortheterminationofyouremployment,shallberesolvedpursuanttotheFederalArbitrationAct,9

U.S.C. § 1-16, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted byJAMS, Inc. or its successor ("JAMS"), under JAMS' then applicable rules and procedures for employmentdisputesbeforeasinglearbitrator(availableuponrequestandalsocurrentlyavailableathttp://www.jamsadr.com/rules-employment-arbitration/). You acknowledge that by agreeing to this arbitrationprocedure,bothyouandtheCompanywaivetherighttoresolveanysuchdisputethroughatrialbyjuryorjudgeoradministrativeproceeding.

(b)Individual Claims.All claims, disputes, or causes of action under this section, whetherby you or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (orclaimant) or class member in any purported class or representative proceeding, nor joined or consolidated with theclaims of any other person or entity.The arbitrator may not consolidate the claims of more than one person orentity, and may not preside over any form of representative or class proceeding.To the extent that the precedingsentences regarding class claims or proceedings are found to violate applicable law or are otherwise foundunenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than byarbitration.Thisparagraphshallnotapplytoanyactionorclaimthatcannotbesubjecttomandatoryarbitrationasamatteroflaw,including,withoutlimitation,claimsbroughtpursuanttotheCaliforniaPrivateAttorneys

3

256001988v1

General Act of 2004, as amended, the California Fair Employment and Housing Act, as amended, and theCalifornia Labor Code, as amended, to the extent such claims are not permitted by applicable law to be submittedto mandatory arbitration and such applicable law(s) are not preempted by the Federal Arbitration Act or otherwiseinvalid (collectively, the "Excluded Claims").In the event you intend to bring multiple claims, including one ofthe Excluded Claims listed above, the Excluded Claims may be publicly filed with a court, while any other claimswillremainsubjecttomandatoryarbitration.

(c)Process.You will have the right to be represented by legal counsel at any arbitrationproceeding. Questions of whether a claim is subject to arbitration under this agreement shall be decided by thearbitrator.Likewise, procedural questions which grow out of the dispute and bear on the final disposition are alsomatters for the arbitrator.The arbitrator shall: (a) have the authority to compel adequate discovery for theresolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a writtenstatement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to eachclaim, the reasons for the award, and the arbitrator's essential findings and conclusions on which the award isbased. The arbitrator shall be authorized to award all relief that you or the Company would be entitled to seek in acourt of law. The Company shall pay all JAMS arbitration fees in excess of the administrative fees that you wouldberequiredtopayifthedisputeweredecidedinacourtoflaw.

(d)Injunctive Relief.Nothing in this letter agreement is intended to prevent either you orthe Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of anysuch arbitration.Any awards or orders in such arbitrations may be entered and enforced as judgments in thefederalandstatecourtsofanycompetentjurisdiction.

7.MISCELLANEOUS.This offer is contingent upon a satisfactory reference check and satisfactory proof ofyour right to work in the United States.If the Company informs you that you are required to complete abackground check or drug test, this offer is contingent upon satisfactory clearance of such background checkand/or drug test.You agree to assist as needed and to complete any documentation at the Company's request tomeet these conditions.This Agreement, together with your Confidentiality Agreement, forms the complete andexclusive statement of your employment agreement with the Company.It supersedes any other agreements orpromises made to you by anyone, whether oral or written.Changes in your employment terms, other than thosechanges expressly reserved to the Company's or the Board's discretion in this Agreement, require a writtenmodification approved by the Company and signed by a duly authorized officer of the Company (other than you).ThisAgreementwillbindtheheirs,personalrepresentatives,successorsandassignsofbothyouandtheCompany, and inure to the benefit of both you and the Company, their heirs, successors and assigns.If anyprovision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determinationshall not affect any other provision of this Agreement and the provision in question shall be modified so as to berendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law.This Agreement shall be construed and enforced in accordance with the laws of the State of California withoutregard to conflicts of law principles.Any ambiguity in this Agreement shall not be construed against either partyas the drafter.Any waiver of a breach of this Agreement, or rights hereunder, shall be in writing and shall not bedeemed to be a waiver of any successive breach or rights hereunder.This Agreement may be delivered andexecuted via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federalESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission methodand shall be deemed to have been duly and validly delivered and executed and be valid and effective for allpurposes.

Please sign and date this Agreement and the enclosed Confidentiality Agreement and return a signed copy to meon or before September 3, 2021 if you wish to accept employment at the Company under the terms describedabove.The offer of employment herein will expire if I do not receive this signed letter by that date.I would behappytodiscussanyquestionsthatyoumayhaveabouttheseterms.

4

256001988v1

WearedelightedtobemakingthisofferandtheCompanylooksforwardtoyourfavorablereplyandtoaproductiveandenjoyableworkrelationship.

LUCIRAHEALTH,INC.

Accepted and Agreed:

5

256001988v1

Please select the service you want to use:

• Newsvine
• Digg
• Delicious
• StumbleUpon
• Technorati
• Buzz
• Favorites
• Google Reader

Close

 Back

 View original format