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

As previously disclosed, Bernhard E. Spiess, former Chief Business Officer of Castle Biosciences, Inc. (the "Company"), notified the Company of his intention to resign effective as of December 31, 2021. On December 29, 2021, in connection with his resignation, the Company entered into an Employment Separation Agreement (the "Separation Agreement") with Mr. Spiess. Additionally, the Company entered into a Master Services Agreement (the "Consulting Agreement") with Mr. Spiess, pursuant to which Mr. Spiess will provide consulting services to the Company.

Under the Separation Agreement, which contains a customary release of claims in favor of the Company, (i) Mr. Spiess will receive a cash payment for his accrued salary and paid time off through December 31, 2021, subject to standard withholdings and deductions, (ii) Mr. Spiess will receive his annual performance-based bonus with respect to his employment during 2021, (iii) the Company agreed to enter into the Consulting Agreement and (iv) Mr. Spiess'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 Mr. Spiess will provide certain services to the Company on a project basis from time to time at a rate of $250.00 per hour. The Consulting Agreement has an initial term through December 31, 2022, which may be renewed for consecutive one-year periods by mutual written agreement. The Consulting Agreement also requires Mr. Spiess 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                             Employment Separation Agreement dated December 29, 2021, by and
                                   between Castle Biosciences, Inc. and Bernhard E. Spiess.
  10.2*                            Master Services Agreement dated December 29, 2021, by and between
                                   Castle Biosciences, Inc. and Bernhard E. Spiess.
                                   Inline XBRL for the cover page of this Current Report on Form
104                                8-K.
*                                  Pursuant to Item 601(b)(10) of Regulation S-K, certain portions
                                   of this exhibit have been omitted (indicated by "[***]") because
                                   the Company has determined that the information is not material
                                   and is the type that the Company treats as private or
                                   confidential.

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