Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, Federico A. Monzon, M.D., former Chief Medical Officer of Castle Biosciences, Inc. (the "Company"), resigned effective as of May 31, 2020. On May 29, 2020, in connection with his resignation, the Company entered into an Employment Separation Agreement with Dr. Monzon (the "Separation Agreement") and a Master Services Agreement with Genomic Path LLC, a consulting firm wholly owned by Dr. Monzon (the "Consultant"), pursuant to which Dr. Monzon will provide consulting services to the Company (the "Consulting Agreement").

Under the Separation Agreement, which contains a customary release of claims in favor of the Company, (i) Dr. Monzon will receive a cash payment for his accrued salary and paid time off through May 31, 2020, subject to standard withholdings and deductions, (ii) the Company agreed to enter into the Consulting Agreement and (iii) Dr. Monzon's outstanding equity awards will continue to vest and remain exercisable in accordance with their terms during the term of the Consulting Agreement.

The Consulting Agreement provides that the Consultant will provide certain services to the Company on a project basis from time to time at a rate of $350.00 per hour. The Consulting Agreement has an initial term through May 31, 2021, which may be renewed for consecutive one-year periods by mutual written agreement. The Consulting Agreement also requires the Consultant to adhere to non-solicitation and non-interference restrictions for a period of three years following termination of the Consulting Agreement and non-competition restrictions for a period of one year following termination of the Consulting Agreement. Among other termination provisions, the Company has the right to terminate the Consulting Agreement immediately for any reason with or without prior notice.

Copies of the Separation Agreement and the Consulting Agreement are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K, and the foregoing descriptions of the Separation Agreement and the Consulting Agreement are qualified in their entirety by reference to such exhibits.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.


Exhibit
Number                      Description
10.1                          Separation Agreement dated May     29    , 2020, by and between
                            Castle Biosciences, Inc. and Federico A. Monzon, M.D.
10.2                          Master Services Agreement dated May     29    , 2020, by and between
                            Castle Biosciences, Inc. and Genomic Path LLC.

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