SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
EXHIBIT 10.5
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement (this “Amendment”) is entered into as of August 5, 2025, by and between Exact Sciences Corporation, a Delaware corporation (the “Company”), and ▇▇▇▇▇ ▇▇▇▇▇▇▇ (“Employee”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement (as defined below).
RECITALS
A. WHEREAS, the Company and Employee are Parties to that certain Employment Agreement entered into effective as of April 15, 2024, as amended by that First Amendment to Employment Agreement dated July 31, 2024 (the “Employment Agreement”); and
B. WHEREAS, the Parties desire to amend certain provisions of the Employment Agreement, as more particularly set forth herein.
AGREEMENT
In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties agree as follows:
1.Amendment of Section 7.1(d). Section 7.1(d) of the Employment Agreement is hereby amended by replacing Section 7.1(d) in its entirety with the following:
“(d) The time vesting and exercisability of the portion of Employee’s Equity Awards (other than Performance Awards) that would have vested within twenty-four (24) months following the Employee’s Separation from Service shall accelerate based on Employee’s Years of Service as follows:
(i)Less than one Year of Service: no acceleration;
(ii)At least one (1) Year of Service but fewer than five (5) Years of Service: 50% acceleration;
(iii)At least five (5) Years of Service but fewer than ten (10) Years of Service: 75% acceleration;
(iv)Equal to or greater than ten (10) Years of Service: 100% acceleration.
For purposes of this Section 7.1(d), “Years of Service” shall mean Employee’s continuous service as an employee of the Company or an Affiliate. If Employee’s Separation from Service is fourteen (14) days or fewer before Employee’s continuous employment anniversary date, the Years of Service will be rounded up to the next year.”
2.Amendment and Ratification. Except as specifically amended hereby, all terms, conditions, covenants, representations, and warranties contained in the Employment Agreement shall remain in full force and effect and shall be binding upon the Parties.
3.Entire Agreement. The Employment Agreement, as amended hereby, together with the documents incorporated therein, constitute the entire agreement (and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings) between the Parties with respect to the subject matter thereof and hereof.
4.Counterparts. This Amendment may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.
5.Facsimile or .pdf Signature. This Amendment may be executed by facsimile or .pdf signature and a facsimile or .pdf signature shall constitute an original for all purposes.
[Signature page follows]
2
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above.
| EXACT SCIENCES CORPORATION | |||||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||||
| Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||||
| Title: President and Chief Executive Officer | |||||
| EXECUTIVE | |||||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||
| ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||
[SIGNATURE PAGE TO SECOND AMENDMENT TO EMPLOYMENT AGREEMENT]