Full Press Release Details
UK EMPLOYMENT AGREEMENT
Agreement (this "Agreement") is made by and between Centessa Pharmaceuticals (UK) Limited (referred to herein as the "Company") and Mario Alberto Accardi (the "Executive") on 5 January,
2026 and is effective as of 1 January, 2026 (the "Effective Date"). This Agreement (including all schedules and exhibits attached hereto) supersedes in all respects all prior agreements between the Executive and the Company
regarding the subject matter herein, including without limitation the employment agreement between the Executive and Orexia Limited (which was subsequently transferred to the Company) dated as of 2 January, 2019 (the "Prior
Agreement"). The Executive's period of continuous employment for the purposes of the Employment Rights Act 1996 commenced on 2 January, 2019.
WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue to be employed by the Company on the
new terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
(a) Term. The Company shall employ the Executive and the Executive shall be employed by the Company pursuant to this Agreement
commencing as of the Effective Date and continuing, subject to the remaining terms of this Agreement, until such employment is terminated by either party giving to the other six months' prior notice in writing (the "Term").
(b) Position and Duties. The Executive shall serve as the Chief Executive Officer of the Company or in such other role as the
Directors of the Company (the "Board") may reasonably determine and shall have such powers and duties as may from time to time be prescribed by the Board or any committee of the Board. The Executive shall also serve on the Board as an
executive Director. The Executive's employment under this Agreement is conditional on the Executive satisfying and continuing to satisfy any legal requirement under the Quoted Company Requirements for the holding of their role, and satisfying
the requirements for their role of any regulatory body considered by the Board to be relevant to the Company's business and the Company shall be entitled to terminate the Executive's employment summarily if the Executive fails to satisfy
this condition. Except as set forth in Schedule 2, the Executive shall devote the Executive's full working time and efforts to the business and affairs of the Company and any other Group Company for which the Executive is required to work from
time to time and shall carry their duties during the hours of work set out in Exhibit A to this Agreement. The Executive shall not during the employment except as a representative of the Company or with the Board's prior written consent
(whether directly or indirectly, paid or unpaid) and, except as set forth in Schedule 2, be employed, engaged, concerned or interested in any other actual or prospective business, organization, occupation or profession. Notwithstanding the
foregoing, the Executive may serve on other boards of directors, with the prior written approval of the Board, or engage in religious, charitable or other community activities as long as such services and activities: (i) do not interfere with
the Executive's proper performance of the Executive's duties to any Group Company; (ii) do
not create a conflict of interest or a material risk of a potential conflict of interest in the future; and (iii) are not in competition with the businesses of any Group Company. Nothing in
this Agreement shall prevent the Executive from holding an investment by way of shares or other securities to in any entity listed or dealt on a recognized stock exchange (a "Permitted Investment") provided always that during the
term of the employment the Permitted Investment shall not constitute more than 3% of the issued share capital of the entity concerned and the Executive complies with the Quoted Company Requirements.
(c) Policies and Procedures. The Executive will read and strictly comply with: (i) any rules, policies and procedures that comply
to each Group Company at all times; (ii) the Quoted Company Requirements; and (iii) any other laws and regulations material to the conduct of the business of the Company or any Group Company. Although the Company's rules, policies
and procedures do not form part of this Agreement, failure to comply with them may result in disciplinary action up to and including dismissal. The Executive is aware of the Quoted Company Requirements and that a breach of the Quoted Company
Requirements carries sanctions including criminal liability, disciplinary action by the Company (up to and including summary dismissal) and disciplinary action by the relevant regulatory authority. Due to the Executive's position the Executive
shall be named on the Company's list of persons with access to inside information relating to the Company which may be made available to the relevant authorities.
(d) Location. The Executive's place of work shall be as set out in Exhibit A to this Agreement, provided that the Executive may be
required to travel nationally and internationally for business, consistent with any Group Company's business needs, including, without limitation, to the United States.
2. Compensation and Related Matters.
Base Salary. The Company will pay the Executive an initial base salary at the rate of US$600,000.00 per year subject to deductions required by law. The Executive's base salary shall be subject to periodic review by the Board or
the Compensation Committee of the Board (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in equal monthly instalments in
arrears on or about the last day of each month in a manner that is consistent with the Company's usual payroll practices for its executive officers. The Company may deduct from the Base Salary or any other sums payable to the Executive any
money owed to any Group Company by the Executive. The Executive will reimburse the Company upon demand for the personal use of any Company credit card, any other unauthorized transactions entered into by the Executive or any overpayments made to the
(b) Incentive Compensation. The Executive shall be eligible to receive cash incentive compensation as determined by the
Board or the Compensation Committee from time to time. Commencing in calendar year 2027, the Executive's initial target annual incentive compensation shall be fifty percent of the Executive's Base Salary. The target annual incentive
compensation in effect at any given time is referred to herein as "Target Bonus." Whether targets have been met and where targets have been met in full or in part the actual amount of the Executive's annual incentive compensation,
if any, shall be determined in the sole discretion of the Board or the Compensation Committee. The Board may suspend, alter or discontinue any incentive
compensation payment(s) or any bonus plan and its eligibility requirements at any time (whether generally or in relation to the Executive only) at its absolute discretion. If the Executive
receives any incentive compensation payment the Company is not obliged to make any further incentive compensation payments and any incentive compensation payment will not become part of the Executive's contractual remuneration or fixed salary.
Except as otherwise provided herein or as may be provided by the Board or the Compensation Committee, the Executive must be employed by the Company and not under notice of termination, given or received, on the date such incentive compensation is
paid in order to receive any annual incentive compensation. Incentive compensation entitlement does not accrue in the course of a year, and the Executive is not entitled to payment of incentive compensation, or any pro rata portion of it, if the
Executive leaves employment prior to the date that incentive compensation is paid. The Executive shall not be entitled to be considered for any incentive compensation nor shall any incentive compensation be paid if the Executive is subject to
disciplinary action or investigation at the date any incentive compensation is being considered and/or at the incentive compensation payment date (as applicable) although the Company may reconsider the matter upon the conclusion of the disciplinary
action or investigation in question.
(c) Pensions. The pensions provisions applicable to the Executive are as set out in Exhibit A
(d) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses
incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers
(e) Other Benefits. The Executive shall, during employment, be eligible to participate in the following benefit plans: Group Life
Assurance, Group Income Protection, Group Critical Illness, Private Medical Insurance, Employee Assistance Programme, Private Dental Cover, and Pension. The Executive's participation in the benefit plans referred to in this Section are subject
to: (i) the terms of such benefit plan, as amended from time to time; (ii) the rules of the insurance policy of the relevant benefit provider, as amended from time to time; and (iii) the Executive satisfying the normal underwriting
requirements of the relevant benefits provider (which may involve a medical and/or a medical questionnaire) and the premium being paid at a rate which the Company considers reasonable. The Company's obligation under this Section is limited to
paying premiums to the relevant benefits provider. If the benefit provider refuses to accept a claim under the relevant benefit plan the Company shall have no obligation or responsibility to challenge that decision or to compensate the Executive.
The Company reserves the right to discontinue, vary or amend each benefit plan (including the level of cover) at any time on reasonable notice to the Executive.
(f) Time Off. The Company intends to comply with its statutory obligations regarding time off work for example relating to family leave,
domestic incident leave, jury and military service. There is no right to paid time off (except to the extent required by law) but the Company may exercise its discretion in relation to short term absences.
(g) Holidays. The provisions relating to holidays which are applicable to the Executive are as set out in Exhibit A to this Agreement.
(h) Sickness. The provisions relating to sickness which are applicable to the
Executive are as set out in Exhibit A to this Agreement.
3. Termination. The Executive's employment hereunder may be terminated
without any breach of this Agreement under the following circumstances:
(a) Death. The Executive's employment hereunder shall
terminate upon death.
(b) Ill Health. The Company may terminate the Executive's employment if the Executive is absent from
work due to ill health for a period of more than 180 days (which need not be consecutive) in any 12-month period by giving the Executive 6 months' prior written notice.
(c) Termination by the Company for Cause. The Company may terminate the Executive's employment hereunder without notice and with
no liability to make any further payments to the Executive (other than in respect of amounts accrued at the Termination Date) for Cause. For purposes of this Agreement, "Cause" shall mean if in the reasonable opinion of the Board the
i. is guilty of gross misconduct;
ii. is guilty of dishonest statements or acts with respect to any Group Company, or any current or prospective customers, suppliers, vendors or
other third parties with which such entity does business that results in or is reasonably anticipated to result in material harm to any Group Company;
iii. is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for
which a fine or non-custodial penalty is imposed);;
iv. is grossly negligent or incompetent in the
performance of the Executive's assigned duties and responsibilities;
v. is guilty of gross negligence, willful misconduct or
vi. violates any material provision of any agreement(s) between the Executive and any Group Company or any Group Company
policies including, without limitation, this Agreement, agreements relating to noncompetition, nonsolicitation, nondisclosure and/or assignment of inventions or policies related to ethics or workplace conduct;
vii. fails to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being
instructed by the Board or the Company's General Counsel to cooperate, or willfully destroys or fails to preserve documents or other materials known to be relevant to such investigation or induces others to fail to cooperate or to produce
documents or other materials in connection with such investigation;
viii. has breached the Quoted Company Requirements;
ix. is declared bankrupt or makes any arrangement with or for the benefit of their creditors
or has a county court administration order made under the County Court Act 1984;
x. is disqualified from acting as a director or resigns
as a director from the Company or any Group Company without prior written approval of the Board;
xi. ceases to satisfy any legal
requirement under the Quoted Company Requirements for the holding of their role and/or fails to satisfy the requirements for their role of any regulatory body considered by the Board to be relevant to the Company's business and/or becomes
disqualified or disbarred from membership of, or is subject to any serious disciplinary sanction by, any professional, regulatory or other body whose consent is required to enable the Executive to carry out all their duties under this Agreement,
and/or which undermines the confidence of the Board in the Executive's continued employment with the Company;
eligible to work in the United Kingdom; or
xiii. is guilty of any fraud or dishonesty or acts in any manner which brings or is likely to
bring the Executive or any Group Company into disrepute or is materially adverse to the interests of any Group Company.
The rights of the Company under
Section 3(c) are without prejudice to any other rights that it might have at law to terminate the Executive's employment or to accept any breach of this Agreement by the Executive as having brought the Agreement to an end. Any delay by
the Company in exercising its rights to terminate shall not constitute a waiver thereof.
The Company may suspend the Executive from any or all of the
Executive's duties during any period in which the Company is investigating any disciplinary matter involving the Executive or while any disciplinary procedure or regulatory investigation is outstanding. Any such suspension shall not constitute
disciplinary action. During any period of suspension, the Company may impose the same conditions that apply to Garden Leave.
Termination by the Company without Cause. The Company may terminate the Executive's employment hereunder at any time without Cause by six months' prior notice in writing. Any termination by the Company of the Executive's