Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Leap Therapeutics, Inc., a Delaware corporation (the "Company"), and Cynthia Sirard, M.D., the Chief Medical Officer of the Company, entered into a Second Amendment to Executive Employment Agreement, dated as of April 3, 2023 (the "Employment Agreement Amendment"), pursuant to which the Executive Employment Agreement, dated as of April 10, 2020, between the Company and Dr. Sirard, as previously amended (the "Executive Employment Agreement"), was further amended to provide that, in the event that Dr. Sirard's employment is terminated by the Company without Cause or Dr. Sirard resigns from her employment for Good Reason (as such terms are defined in the Executive Employment Agreement), Dr. Sirard will be entitled to receive from the Company (i) severance pay in an amount equal to 100% of her annualized base salary, payable in equal installments consistent with the Company's normal payroll schedule over a twelve month period commencing with the first regularly scheduled payroll date that occurs more than thirty days after such termination or resignation, and (ii) reimbursement of the Company's portion of the monthly COBRA cost for continued heath and dental insurance for Dr. Sirard and her covered beneficiaries under the health and dental plans of the Company for a period of twelve months, payable in equal installments consistent with the Company's normal payroll schedule over a twelve month period commencing with the first regularly scheduled payroll date that occurs more than thirty days after such termination or resignation.

In addition, the Employment Agreement Amendment also further amended the Executive Employment Agreement to provide that, in the event that any such termination of employment or resignation occurs during the one year period immediately following a change in control of the Company, (i) Dr. Sirard's severance pay will be increased from 100% of her annualized base salary to 125% of her annualized base salary, and such severance pay will be payable in a lump sum on the first regular payroll date that is more than thirty days after such termination of employment or resignation, and (ii) Dr. Sirard's entitlement to reimbursement for the Company's portion of the monthly COBRA cost for continued heath and dental insurance for Dr. Sirard and her covered beneficiaries under the health and dental plans of the Company will be increased from the total amount of such reimbursement for a period of twelve months to the total amount of such reimbursement for a period of fifteen months, and the total amount of such reimbursement will be payable in a lump sum on the first regular payroll date that is more than thirty days after such termination of employment or resignation.

The foregoing description of the Employment Agreement Amendment is not complete and is qualified in its entirety by reference to the full text of the Employment Agreement Amendment which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits






(d)    Exhibits.



Exhibit
Number                                  Description

  10.1       Second Amendment to Executive Employment Agreement, by and between
           the Company and Dr. Cynthia Sirard, dated as of April 3, 2023.






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