UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Emerging growth company
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
On March 6, 2026, the Board of Directors of AEON Biopharma, Inc. (“AEON” or the “Company”) appointed John Bencich, age 49, as the Company’s Chief Financial Officer, effective as of March 9, 2026 and principal financial officer, effective as of April 1, 2026. Mr. Bencich’s appointment is part of the Company’s strategic plan to strengthen its executive leadership team as it advances key regulatory and financing milestones.
Mr. Bencich brings more than 25 years of financial and leadership experience in the biotechnology and life sciences sectors, having led corporate finance, SEC reporting, capital markets transactions, strategic planning, and operational scaling initiatives across emerging growth and publicly traded companies. Prior to joining the Company, Mr. Bencich served as Chief Executive Officer of Achieve Life Sciences from September 2020 to August 2024 and as Executive Vice President and Chief Operating Officer from August 2017 to August 2020. Mr. Bencich served as Vice President and Chief Financial Officer of Oncogenex Pharmaceuticals from August 2014 to September 2017 until its merger with Achieve Life Sciences. From September 2012 to August 2014, he served as Chief Financial Officer of Integrated Diagnostics. Prior to joining Integrated Diagnostics, he served as Chief Financial Officer of Allozyne, Inc., and the Vice President, Chief Financial Officer and Treasurer of Trubion Pharmaceuticals, Inc. Earlier in his career, Mr. Bencich held roles at Onyx Software Corporation, a publicly traded software company, and Ernst & Young LLP an international professional services firm. Mr. Bencich received a B.A. in Accountancy from the University of San Diego and an M.B.A. from Seattle University. Mr. Bencich received his Certified Public Accountant Certification from the State of Washington and held an active license for 17 years.
There were no arrangements or understandings between Mr. Bencich and any other persons pursuant to which he was selected as an officer, nor does Mr. Bencich have any family relationships among any of the Company’s directors or executive officers, and there are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission between Mr. Bencich and the Company required to be disclosed herein.
Chief Financial Officer Employment Agreement
In connection with his appointment as the Company’s Chief Financial Officer, Mr. Bencich entered into an employment agreement with the Company, setting forth the terms of his employment. Mr. Bencich is entitled to receive a base salary of $450,000 per year and he is eligible to participate in the Company’s annual discretionary incentive plan with the opportunity to earn an annual cash bonus targeted at an amount equal to 40% of his annual base salary, determined based on the achievement of applicable corporate and individual performance goals.
Under the employment agreement, if Mr. Bencich’s employment is terminated without “cause” or he resigns for “good reason” (each, as defined in his employment agreement), then, subject to his timely execution and non-revocation of a general release of claims and his continued compliance with restrictive covenants, he will be eligible to receive (i) six months of continued payments of his annual base salary over the six-month period after the date of termination, (ii) 50% of the target annual bonus he would have received in the calendar year in which such termination occurs, (iii) six months of company-paid continued coverage under our group health plans, and (iv) accelerated vesting of the RSUs and PSUs (as defined below) (and with respect to the PSUs, at the target level of performance) that were otherwise scheduled to vest in the six months following the date of termination.
If Mr. Bencich’s employment is terminated without “cause” or he resigns for “good reason” within two months prior to or within six months after a Change in Control (as such term is defined in the Company’s 2023 Amended & Restated Incentive Award Plan (the “2023 Plan”)), then, subject to his timely execution and non-revocation of a general release of claims and his continued compliance with restrictive covenants, he will be eligible to receive (i) 12 months of continued payments of his annual base salary over the 12-month period after the date of termination; provided, that if the termination date occurs on or within 6 months after a change in control, the severance shall be paid in a single lump sum within 60 days following the termination date, (ii) 100% of the target annual bonus he would have received in the calendar year in which such termination occurs, (iii) 12 months of company-paid continued coverage under our group health plans, and (iv) accelerated vesting of the RSUs and PSUs (at the target level of performance).
Mr. Bencich’s employment agreement includes a “best pay” provision under Section 280G of the Internal Revenue Code, pursuant to which any “parachute payments” that become payable to him either will be paid in full or reduced so that such payments are not subject to the excise tax under Section 4999 of the Internal Revenue Code, whichever results in the better after-tax treatment to Mr. Bencich. The employment agreement also includes a one-year post-termination non-solicitation provision and is contingent upon the execution of our standard employee proprietary information and inventions agreement, which includes customary confidentiality
provisions.
Also in connection with his commencement of employment, the Company expects to grant to Mr. Bencich, as soon as practicable following his commencement of employment, 754,717 restricted stock units (the “RSUs”). The RSUs will vest over a four-year vesting schedule, with 25% of the RSUs vesting on each annual anniversary of Mr. Bencich’s start date, subject to Mr. Bencich’s continued service through the applicable vesting date. Additionally, the Company expects to grant to Mr. Bencich, as soon as practicable following his commencement of employment, 235,849 performance-based restricted stock units (the “PSUs”). The PSUs will vest as follows: 25% of the PSUs will vest on the date that is six (6) months following the date on which NYSE American notifies the Company that it has successfully regained compliance with NYSE American’s continued listing standards (the “First Vesting Date”), and an additional 25% of the PSUs will then vest on each of the first, second and third anniversaries of the First Vesting Date, subject to Mr. Bencich’s continued service through the applicable vesting date. The RSUs and PSUs will be granted under the Company’s 2025 Employment Inducement Incentive Award Plan (the “Inducement Plan”).
A copy of Mr. Bencich’s employment agreement is attached as Exhibit 10.1 hereto and incorporated by reference herein. The above description of Mr. Bencich’s employment agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Chief Accounting Officer Employment Agreement
Additionally, the Company has entered into an employment agreement with Jennifer Sy, the Company’s Chief Accounting Officer, setting forth the terms of her employment. The employment agreement with Ms. Sy does not change her base salary or annual cash bonus opportunity. Ms. Sy remains entitled to receive a base salary of $275,000 per year and she is eligible to participate in the Company’s annual discretionary incentive plan with the opportunity to earn an annual cash bonus targeted at an amount equal to 30% of her annual base salary, determined based on the achievement of applicable corporate and individual performance goals.
Under the employment agreement, if Ms. Sy’s employment is terminated without “cause” or if, after September 6, 2026, she resigns for “good reason” (each, as defined in her employment agreement), then, subject to her timely execution and non-revocation of a general release of claims and her continued compliance with restrictive covenants, she will be eligible to receive (i) six months of continued payments of her annual base salary over the six-month period after the date of termination, (ii) 50% of the target annual bonus she would have received in the calendar year in which such termination occurs, and (iii) six months of company-paid continued coverage under our group health plans.
If Ms. Sy’s employment is terminated without “cause” or if, after September 6, 2026, she resigns for “good reason” within two months prior to or within six months after a Change in Control (as such term is defined in the 2023 Plan), then, subject to her timely execution and non-revocation of a general release of claims and her continued compliance with restrictive covenants, she will be eligible to receive (i) 12 months of continued payments of her annual base salary over the 12-month period after the date of termination; provided, that if the termination date occurs on or within 6 months after a change in control, the severance shall be paid in a single lump sum within 60 days following the termination date, (ii) 100% of the target annual bonus she would have received in the calendar year in which such termination occurs, and (iii) 12 months of company-paid continued coverage under our group health plans.
Ms. Sy’s employment agreement includes a “best pay” provision under Section 280G of the Internal Revenue Code, pursuant to which any “parachute payments” that become payable to her either will be paid in full or reduced so that such payments are not subject to the excise tax under Section 4999 of the Internal Revenue Code, whichever results in the better after-tax treatment to Ms. Sy. The employment agreement also includes a two-year post-termination non-solicitation provision and is contingent upon the execution of our standard employee proprietary information and inventions agreement, which includes customary confidentiality provisions.
A copy of Ms. Sy’s employment agreement is attached as Exhibit 10.2 hereto and incorporated by reference herein. The above description of Ms. Sy’s employment agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Amendment to 2025 Employment Inducement Incentive Award Plan
Effective March 6, 2026, the Board adopted an amendment to the Inducement Plan (the “Amendment”) pursuant to which an additional 1,000,000 shares of the Company’s Class A common stock will be reserved for issuance pursuant to equity awards granted under the Inducement Plan. The Amendment was adopted without stockholder approval pursuant to the applicable provisions of the NYSE American LLC Company Guide.
The foregoing description of the Inducement Plan and Amendment thereto is not complete and is subject to and qualified in its entirety by the terms of the Inducement Plan and Amendment thereto, a copy of which is filed as Exhibit 10.3 hereto and is incorporated by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
Exhibit No. | Description | ||||||||
10.1 | Employment Agreement, by and between AEON Biopharma, Inc. and John Benich | ||||||||
10.2 | Employment Agreement, by and between AEON Biopharma, Inc. and Jennifer Sy | ||||||||
10.3 | Amendment to the AEON Biopharma, Inc. 2025 Employment Inducement Incentive Award Plan | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||
EMPLOYMENT AGREEMENT
This Employment Agreement (this “Agreement”), dated as of March 6, 2026, is between AEON Biopharma, Inc., a Delaware corporation (the “Company”), and John Bencich, an individual (“Employee”), effective as of March 9, 2026 (the “Effective Date”).
WHEREAS, the Company previously delivered that certain Non-Binding Offer Letter, dated February 26, 2026 (the “Offer Letter”);
WHEREAS, the Company desires to employ the Employee as the Chief Financial Officer of the Company, and to enter into an agreement embodying the terms of such employment;
WHEREAS, as of the Effective Date, the Offer Letter shall terminate and be superseded by this Agreement; and
WHEREAS, the Employee desires to accept such employment with the Company, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
| 1. | POSITION AND RESPONSIBILITIES |
| 2. | COMPENSATION AND BENEFITS |
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| 3. | AT-WILL EMPLOYMENT; TERMINATION BY COMPANY |
Notwithstanding the foregoing, the Company cannot terminate Employee for Cause based on circumstances that were known to a senior executive or director of the Company (other than Employee himself) for more than six (6) months before the Company gave Employee notice of termination for Cause pursuant to this Agreement.
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| 4. | TERMINATION BY EMPLOYEE |
Employee may terminate his employment under this Agreement at any time upon written notice for any reason or no reason at all, with or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following which is not corrected by the Company within 30 days after the Company has received written notice from Employee referring to this Section 4 and specifying the circumstances purportedly constituting Good Reason and the correction sought (such notice to be given within 60 days after the occurrence of such circumstance): (a) a material diminution in Employee’s title, duties, authorities, or responsibilities; (b) a material reduction in Employee’s Base Salary or Annual Bonus opportunity, unless part of a Companywide compensation reduction including similarly situation employees; (c) materially changing the location from which Employee is expected to perform his duties, including revoking the remote work flexibility contemplated by Section 1(a) without Employee’s prior written consent; (d) Employee ceases to report directly to the Company’s Chief Executive Officer (or, if applicable, the Board of Directors) or Employee is removed from or ceases to hold the title of Chief Financial Officer; (e) failure of the Company (or any successor) to assume and be bound by this Agreement; or (f) a material breach by the Company of any provision of this Agreement or any other agreement between the Company and Employee. Notwithstanding the foregoing, a termination of Employee’s employment with the Company shall not constitute a termination for Good Reason unless such termination occurs not more than 90 days following the initial existence of the condition claimed to constitute Good Reason.
| 5. | TERMINATION OBLIGATIONS |
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| 6. | INVENTIONS AND PROPRIETARY INFORMATION; PROHIBITION ON THIRD PARTY INFORMATION |
Employee hereby acknowledges that he will enter into an Employee Proprietary Information and Inventions Agreement, dated as of the date hereof, in the form attached hereto as Schedule A (the “PIIA”), and the Employee will be bound by the terms and conditions of the terms set forth therein.
| 7. | ARBITRATION |
Employee hereby acknowledges that he will enter into an Agreement to Arbitrate, dated as of the date hereof, in the form attached hereto as Schedule B, which shall remain in effect in accordance with its terms.
| 8. | AMENDMENTS; WAIVERS; REMEDIES |
This Agreement may not be amended or waived except by a writing signed by Employee and by a duly authorized representative of the Company other than Employee. Failure to exercise any right under this Agreement shall not constitute a waiver of such right. Any waiver of any breach of this Agreement
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shall not operate as a waiver of any subsequent breaches. All rights or remedies specified for a party herein shall be cumulative and in addition to all other rights and remedies of the party hereunder or under applicable law.
| 9. | ASSIGNMENT; BINDING EFFECT |
| 10. COVENANTS |
| 11. | ATTORNEYS’ FEES |
In any dispute arising from or relating to this Agreement or Employee’s hiring, employment, compensation, benefits, or termination, the prevailing party shall be entitled to recover its attorneys’ fees and costs. Each party hereto shall bear its own legal fees and costs incurred in connection with the negotiation of this Agreement and the documents referenced herein.
| 12. | NOTICES |
All notices or other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered: (a) by hand; (b) by a nationally recognized overnight
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courier service; or (c) by United States first class registered or certified mail, return receipt requested, to the principal address of the other party, as set forth below. The date of notice shall be deemed to be the earlier of (i) actual receipt of notice by any permitted means, or (ii) five business days following dispatch by overnight delivery service or the United States Mail. Employee shall be obligated to notify the Company in writing of any change in Employee’s address. Notice of change of address shall be effective only when done in accordance with this paragraph.
Company’s Notice Address:
5 Park Plaza, Suite 1750
Irvine, CA 92614
Attention: Legal
Employee’s Notice: to Employee at his address on file in the Company’s payroll records
| 13. | SEVERABILITY |
If any provision of this Agreement shall be held by a court or arbitrator to be invalid, unenforceable or void, such provision shall be enforced to the fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. In the event that the time period or scope of any provision is declared by a court or arbitrator of competent jurisdiction to exceed the maximum time period or scope that such court or arbitrator deems enforceable, then such court or arbitrator shall reduce the time period or scope to the maximum time period or scope permitted by law.
| 14. | CLAWBACK POLICY |
Employee acknowledges and agrees that Employee shall take all action necessary or appropriate to comply with the Company’s Policy for Recovery of Erroneously Awarded Compensation or any other clawback or similar policy adopted by the Company (including, without limitation, entering into any further agreements, amendments or policies necessary or appropriate to implement and/or enforce such policy with respect to past, present and future compensation, as appropriate).
| 15. | TAX MATTERS |
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| 16. | EXCEPTIONS |
Notwithstanding anything in this Agreement or the PIIA to the contrary, nothing contained in this Agreement shall prohibit either party (or either party’s attorney(s)) from (a) filing a charge with, reporting possible violations of federal law or regulation to, participating in any investigation by, or cooperating with any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation, (b) communicating directly with, cooperating with, or providing information (including trade secrets) in confidence to, any federal, state or local government regulator (including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, or the U.S. Department of Justice) for the purpose of reporting or investigating a suspected violation of law, or from providing such information to the party’s attorney(s) or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding and/or (c) receiving an award for information provided to any governmental agency. Pursuant to 18 USC Section 1833(b), the Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall preclude either party from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If the Employee is required to provide testimony, then unless otherwise directed or requested by a governmental agency or law enforcement, the Employee shall notify the Company as soon as reasonably practicable after receiving any such request of the anticipated testimony. Further, nothing in this Agreement or in the PIIA prevents the Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that the Employee has reason to believe is unlawful.
| 17. | GOVERNING LAW |
This Agreement shall be governed by and construed in accordance with the laws of the State of California.
| 18. | INTERPRETATION |
This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. Sections and section headings contained in this Agreement are for reference purposes only, and shall not affect in any manner the meaning or interpretation of this Agreement. Whenever the context requires, references to the singular shall include the plural and the plural the singular.
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| 19. | OBLIGATIONS SURVIVE TERMINATION OF EMPLOYMENT |
Each party agrees that any and all of such party’s obligations under this Agreement, including any agreement contemplated hereby, shall survive a termination of employment.
| 20. | COUNTERPARTS |
This Agreement may be executed in any number of counterparts, and the signature pages may be transmitted by pdf or electronic means, each of which shall be deemed an original of this Agreement, but all of which together shall constitute one and the same instrument.
| 21. | AUTHORITY |
Each party represents and warrants that such party has the right, power and authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its terms.
| 22. | ENTIRE AGREEMENT |
As of the Effective Date, this Agreement is intended to be the final, complete and exclusive statement of the terms of Employee’s employment by the Company and may not be contradicted by evidence of any prior or contemporaneous statements or agreements, except for agreements specifically referenced herein (including the agreements referenced in Sections 2(g), 6 and 7 above). The Employee agrees that the Offer Letter shall be terminated and of no further force or effect from and after the Effective Date. In the event that the Employee’s employment with the Company does not commence on the Effective Date, this Agreement (including, without limitation, the immediately preceding sentence) shall have no force or effect. To the extent that the practices, policies or procedures of the Company, now or in the future, apply to Employee and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in Employee’s duties, position or compensation shall not affect the validity or scope of this Agreement.
| 23. | EMPLOYEE ACKNOWLEDGEMENT |
EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL CONCERNING THIS AGREEMENT, THAT EMPLOYEE HAS READ AND UNDERSTANDS THE AGREEMENT, THAT EMPLOYEE IS FULLY AWARE OF ITS LEGAL EFFECT AND THAT EMPLOYEE HAS ENTERED INTO IT FREELY BASED ON EMPLOYEE’S OWN JUDGMENT AND NOT ON ANY REPRESENTATIONS OR PROMISES OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.
[The rest of this page intentionally left blank; signatures appear on the following page.]
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By signing below, each of the parties hereto acknowledges and agrees to all of the terms of this Agreement, effective as of the Effective Date.
JOHN BENCICH (“Employee”)
Sign Name:
AEON BIOPHARMA, INC., a Delaware Corporation (the “Company”)
Sign name:
Print name:Robert Bancroft
Title:President and Chief Executive Officer
[Signature Page to Employment Agreement]
Agreement to Arbitrate
EMPLOYMENT AGREEMENT
This Employment Agreement (this “Agreement”), dated and effective as of March 6, 2026 (the “Effective Date”), is between AEON Biopharma, Inc., a Delaware corporation (the “Company”), and Jennifer Sy, an individual (“Employee”).
WHEREAS, the Company and Employee previously entered into that certain Offer Letter, dated July 28, 2023 (the “Offer Letter”), as amended by that certain Promotion Letter between the Company and Employee, dated April 4, 2025 (the “Promotion Letter” and together with the Offer Letter, the “Prior Agreement”);
WHEREAS, the Company desires to employ the Employee as the Chief Accounting Officer of the Company, and to enter into an agreement embodying the terms of such employment;
WHEREAS, as of the Effective Date, the Prior Agreement shall terminate and be superseded by this Agreement; and
WHEREAS, the Employee desires to accept such employment with the Company, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
| 1. | POSITION AND RESPONSIBILITIES |
1
| 2. | COMPENSATION AND BENEFITS |
| 3. | AT-WILL EMPLOYMENT; TERMINATION BY COMPANY |
2
| 4. | TERMINATION BY EMPLOYEE |
Employee may terminate her employment under this Agreement at any time upon written notice for any reason or no reason at all, with or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following which is not corrected by the Company within 30 days after the Company has received written notice from Employee referring to this Section 4 and specifying the circumstances purportedly constituting Good Reason and the correction sought (such notice to be given within 30 days after the occurrence of such circumstance): (a) a material diminution in Employee’s title, duties, authorities, or responsibilities; (b) a material reduction in Employee’s Base Salary or Annual Bonus opportunity, unless part of a Companywide compensation reduction including similarly situated employees; (c) materially changing the location from which Employee is expected to perform her duties, including revoking the remote work flexibility contemplated by Section 1(a) without Employee’s prior written consent; or (d) a material breach by the Company of any provision of this Agreement or any other agreement between the Company and Employee. Notwithstanding the foregoing, a termination of Employee’s employment with the Company shall not constitute a termination for Good Reason unless such termination occurs not more than 90 days following the initial existence of the condition claimed to constitute Good Reason.
| 5. | TERMINATION OBLIGATIONS |
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Employee shall be entitled to the rights set forth in this Section 5(c) upon Employee’s termination of her employment under this Agreement for Good Reason only if such termination occurs no earlier than the date that is six (6) months after the Effective Date (the “Good Reason Date”). For the avoidance of doubt, immediately following the Effective Date, if the Company terminates Employee’s employment under this Agreement for any reason other than Cause or as the result of death or Disability, Employee shall be entitled to the rights set forth in this Section 5(c).
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| 6. | INVENTIONS AND PROPRIETARY INFORMATION; PROHIBITION ON THIRD PARTY INFORMATION |
Employee hereby acknowledges that she will enter into an Employee Proprietary Information and Inventions Agreement, dated as of the date hereof, in the form attached hereto as Schedule A (the “PIIA”), and the Employee will be bound by the terms and conditions of the terms set forth therein.
| 7. | ARBITRATION |
Employee hereby acknowledges that she will enter into an Agreement to Arbitrate, dated as of the date hereof, in the form attached hereto as Schedule B, which shall remain in effect in accordance with its terms.
| 8. | AMENDMENTS; WAIVERS; REMEDIES |
This Agreement may not be amended or waived except by a writing signed by Employee and by a duly authorized representative of the Company other than Employee. Failure to exercise any right under this Agreement shall not constitute a waiver of such right. Any waiver of any breach of this Agreement shall not operate as a waiver of any subsequent breaches. All rights or remedies specified for a party herein shall be cumulative and in addition to all other rights and remedies of the party hereunder or under applicable law.
| 9. | ASSIGNMENT; BINDING EFFECT |
| 10. COVENANTS |
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| 11. | ATTORNEYS’ FEES |
In any dispute arising from or relating to this Agreement or Employee’s hiring, employment, compensation, benefits, or termination, the prevailing party shall be entitled to recover its attorneys’ fees and costs. Each party hereto shall bear its own legal fees and costs incurred in connection with the negotiation of this Agreement and the documents referenced herein.
| 12. | NOTICES |
All notices or other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered: (a) by hand; (b) by a nationally recognized overnight courier service; or (c) by United States first class registered or certified mail, return receipt requested, to the principal address of the other party, as set forth below. The date of notice shall be deemed to be the earlier of (i) actual receipt of notice by any permitted means, or (ii) five business days following dispatch by overnight delivery service or the United States Mail. Employee shall be obligated to notify the Company in writing of any change in Employee’s address. Notice of change of address shall be effective only when done in accordance with this paragraph.
Company’s Notice Address:
5 Park Plaza, Suite 1750
Irvine, CA 92614
Attention: Legal
Employee’s Notice: to Employee at her address on file in the Company’s payroll records
| 13. | SEVERABILITY |
If any provision of this Agreement shall be held by a court or arbitrator to be invalid, unenforceable or void, such provision shall be enforced to the fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. In the event that the time period or scope of any provision is declared by a court or arbitrator of competent jurisdiction to exceed the maximum time period or scope that such court or arbitrator deems enforceable, then such court or arbitrator shall reduce the time period or scope to the maximum time period or scope permitted by law.
| 14. | CLAWBACK POLICY |
Employee acknowledges and agrees that Employee shall take all action necessary or appropriate to comply with the Company’s Policy for Recovery of Erroneously Awarded Compensation or any other
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clawback or similar policy adopted by the Company (including, without limitation, entering into any further agreements, amendments or policies necessary or appropriate to implement and/or enforce such policy with respect to past, present and future compensation, as appropriate).
| 15. | TAX MATTERS |
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| 16. | EXCEPTIONS |
Notwithstanding anything in this Agreement or the PIIA to the contrary, nothing contained in this Agreement shall prohibit either party (or either party’s attorney(s)) from (a) filing a charge with, reporting possible violations of federal law or regulation to, participating in any investigation by, or cooperating with any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation, (b) communicating directly with, cooperating with, or providing information (including trade secrets) in confidence to, any federal, state or local government regulator (including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, or the U.S. Department of Justice) for the purpose of reporting or investigating a suspected violation of law, or from providing such information to the party’s attorney(s) or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding and/or (c) receiving an award for information provided to any governmental agency. Pursuant to 18 USC Section 1833(b), the Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official,
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either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall preclude either party from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If the Employee is required to provide testimony, then unless otherwise directed or requested by a governmental agency or law enforcement, the Employee shall notify the Company as soon as reasonably practicable after receiving any such request of the anticipated testimony. Further, nothing in this Agreement or in the PIIA prevents the Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that the Employee has reason to believe is unlawful.
| 17. | GOVERNING LAW |
This Agreement shall be governed by and construed in accordance with the laws of the State of California.
| 18. | INTERPRETATION |
This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. Sections and section headings contained in this Agreement are for reference purposes only, and shall not affect in any manner the meaning or interpretation of this Agreement. Whenever the context requires, references to the singular shall include the plural and the plural the singular.
| 19. | OBLIGATIONS SURVIVE TERMINATION OF EMPLOYMENT |
Each party agrees that any and all of such party’s obligations under this Agreement, including any agreement contemplated hereby, shall survive a termination of employment.
| 20. | COUNTERPARTS |
This Agreement may be executed in any number of counterparts, and the signature pages may be transmitted by pdf or electronic means, each of which shall be deemed an original of this Agreement, but all of which together shall constitute one and the same instrument.
| 21. | AUTHORITY |
Each party represents and warrants that such party has the right, power and authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its terms.
| 22. | ENTIRE AGREEMENT |
As of the Effective Date, this Agreement is intended to be the final, complete and exclusive statement of the terms of Employee’s employment by the Company and may not be contradicted by evidence of any prior or contemporaneous statements or agreements, except for agreements specifically referenced herein (including the agreements referenced in Sections 2(g), 6 and 7 above). The Employee agrees that the Prior Agreement shall be terminated and of no further force or effect from and after the Effective Date. In the event that the Employee’s employment with the Company does not commence on the Effective Date, this Agreement (including, without limitation, the immediately preceding sentence) shall have no force or effect. To the extent that the practices, policies or procedures of the Company, now
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or in the future, apply to Employee and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in Employee’s duties, position or compensation shall not affect the validity or scope of this Agreement.
| 23. | EMPLOYEE ACKNOWLEDGEMENT |
EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL CONCERNING THIS AGREEMENT, THAT EMPLOYEE HAS READ AND UNDERSTANDS THE AGREEMENT, THAT EMPLOYEE IS FULLY AWARE OF ITS LEGAL EFFECT AND THAT EMPLOYEE HAS ENTERED INTO IT FREELY BASED ON EMPLOYEE’S OWN JUDGMENT AND NOT ON ANY REPRESENTATIONS OR PROMISES OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.
[The rest of this page intentionally left blank; signatures appear on the following page.]
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By signing below, each of the parties hereto acknowledges and agrees to all of the terms of this Agreement, effective as of the Effective Date.
JENNIFER SY (“Employee”)
Sign Name:
AEON BIOPHARMA, INC., a Delaware Corporation (the “Company”)
Sign name:
Print name:Robert Bancroft
Title:President and Chief Executive Officer
[Signature Page to Employment Agreement]
Agreement to Arbitrate
AMENDMENT TO THE
AEON BIOPHARMA, INC. 2025 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN
THIS AMENDMENT TO the AEON BIOPHARMA, INC. 2025 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN (this “Amendment”), effective as of March 6, 2026, is made and adopted by AEON Biopharma, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan (as defined below).
RECITALS
WHEREAS, the Company maintains the AEON Biopharma, Inc. 2025 Employment Inducement Incentive Award Plan (as amended from time to time, the “Plan”);
WHEREAS, pursuant to Section 10.4 of the Plan, the Plan may be amended by the Administrator of the Plan at any time;
WHEREAS, the Compensation Committee of the Company’s Board of Directors (the “Board”) is the Administrator of the Plan;
WHEREAS, pursuant to Section 3.1 of the Plan, the Board may re-vest administrative authority over the Plan to itself at any time; and
WHEREAS, the Board has re-vested itself administrative authority over the Plan solely with respect to and for purposes of approving this Amendment and, pursuant to such authority, adopted and approved this Amendment.
NOW, THEREFORE, in consideration of the foregoing, the Company hereby amends the Plan as follows:
| 1. | Section 11.24 of the Plan is hereby amended and restated in its entirety to read as follows: |
“11.24“Overall Share Limit” means 2,000,000 Shares.”
| 2. | This Amendment shall be and is hereby incorporated in and forms a part of the Plan. |
| 3. | Except as expressly provided herein, all other terms and provisions of the Plan shall remain unchanged and in full force and effect. |
IN WITNESS WHEREOF, I hereby certify that this Amendment was duly adopted by the Board of Directors of AEON Biopharma, Inc. on March 6, 2026.
AEON Biopharma, Inc.
By: __________________________
Robert Bancroft
Chief Executive Officer
Date: _March 6, 2026____________