EX-10.2


  Exhibit 10.2

  Galera Therapeutics, Inc.

  Employment, Confidentiality, Noncompete and Invention Rights Agreement

  This Employment, Confidentiality, Noncompete and Invention Rights Agreement (“Agreement”) is made and entered into as of October 7, 2021 by and between Galera Therapeutics, Inc., a Delaware corporation (the “Company”), and Jennifer Evans Stacey (“Employee”).

  Recitals

  1.Effective as of the date Employee commences employment with the Company, which is expected to be October 8, 2021 or another date mutually agreed on by Employee and the Company (in any case, the “Effective Date”), Company desires to benefit from the services of Employee, and Employee desires to render such services, on the terms and conditions set forth in this Agreement. 


  2.Company is engaged in, among other things, the business of developing superoxide dismutase mimetics for the treatment and prevention of various diseases, including cancer and the serious side effects associated with current cancer therapies as well as other agents to treat cancer and the serious side effects associated with current cancer therapies.


  3.Company shall expend a great deal of time, money and effort to develop and maintain its proprietary Confidential Information (as defined below).


  4.The success of Company depends to a substantial extent upon the protection of its Confidential Information and goodwill by all of its employees. Employee recognizes and acknowledges that Employee’s position with Company will provide Employee with access to Confidential Information.


  5.Company compensates its employees to, among other things, develop and preserve goodwill with its customers, landlords, suppliers and partners on Company’s behalf and business information for Company’s ownership and use.


  6.If Employee were to leave Company, Company, in all fairness, would need certain protections in order to prevent competitors of Company from gaining an unfair competitive advantage over Company or diverting goodwill from Company, or to prevent Employee from misusing or misappropriating the Confidential Information.


  Agreements

  NOW, THEREFORE, in consideration of the Employee’s employment and compensation by the Company and the recitals, mutual covenants and agreements hereinafter set forth, Employee and Company agree as follows:

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  Exhibit 10.2

  Section 1.Employment Services.


  1.1Effective as of the Effective Date, Employee shall be employed by Company upon the terms and conditions hereinafter set forth. Employee shall report directly to the Chief Executive Officer of the Company and shall provide services to Company as Chief Legal and Compliance Officer. Employee’s duties will include those duties and responsibilities customarily associated with such position and such other duties and responsibilities as are reasonably requested by the Chief Executive Officer to fulfill the duties of this position.


  1.2Employee agrees that throughout Employee’s employment with Company, Employee will (a) faithfully render such services as may be assigned to Employee by Company, (b) devote Employee’s full working time to the Company using Employee’s good faith efforts, ability, skill and attention to Company’s business, and (c) follow and act in accordance with all of the rules, policies and procedures of Company, including those outlined in any Employee Handbook that the Company may adopt and revise from time to time (the “Employee Handbook”).


  Section 2.Term of Employment. Employee’s employment with the Company pursuant to this Agreement will begin on the Effective Date and shall continue indefinitely until terminated by the Company or by the Employee at any time, with or without cause, subject to the provisions of Section 4 below. 


  Section 3.Compensation.


  3.1During the term of this Agreement, Employee shall be entitled to the following:


  (a)A base salary of $400,000 per year, subject to review and adjustment as determined by the Board of Directors of the Company or an authorized committee thereof (in either case, the “Board”), to be paid according to the Company’s regular payroll practices (such base salary as it may be adjusted from time to time, the “Base Salary”);


  (b)An opportunity to earn an annual performance-based bonus targeted at 40% of Base Salary (the “Target Bonus”) based upon achievement of objectives for the applicable year as determined by the Board (the “Bonus”). The payment of any Bonus is subject to Employee’s continued employment by the Company on the last day of the calendar year to which the Bonus relates and will be made in accordance with the Company’s annual performance-based bonus program, but not later than March 15 of the calendar year following the calendar year in which such Bonus is earned;


  (c)A one-time retention signing bonus in the amount of $50,000 (the “Signing Bonus”). The Signing Bonus is payable within thirty (30) days of the Effective Date. Payment of the Signing Bonus is subject to (i) Employee’s continued employment with the Company through the payment date and (ii) all applicable deductions and withholdings.  In the event Employee’s employment with the Company is terminated by the Company for “good cause” (as defined below) or by Employee without “good reason” (as defined below), in either case, before the first 


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  Exhibit 10.2

  anniversary of the Effective Date, Employee will repay gross amount of the Signing Bonus to the Company.  The Company will be entitled (but not required) to deduct the amount of any such repayment obligations from any after-tax amounts otherwise payable to Employee by the Company or any of its affiliates; 

