Exhibit 10.24
SUTRO BIOPHARMA, INC.
SEVERANCE AND CHANGE IN CONTROL PLAN
PURPOSE
The Board of Sutro Biopharma, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), considers it in the best interests of the stockholders of the Company to reinforce the continued attention and dedication of certain key employees of the Company to their duties of employment without personal distraction or conflict of interest, including as a result of the possibility or occurrence of a change in control of the Company. Accordingly, the Company will provide designated individuals with rights to receive severance payments and other benefits upon a Covered Termination pursuant to this Severance and Change in Control Plan (this “Plan”), as set forth below.
ELIGIBILITY
SEVERANCE PAYMENTS AND BENEFITS
provided that in clauses (i),(ii) and (iii), such amounts shall be calculated at the rate equal to the higher of (x) the rate in effect immediately prior to the Participant’s Covered Termination and (y) the rate in effect
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immediately prior to the Change in Control. The foregoing amounts shall be payable in a cash lump-sum, less applicable withholdings, which payment will be made no later than the first regular payroll date occurring after the sixtieth (60th) day following the date of the Covered Termination.
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ADMINISTRATION
TERM; AMENDMENT; TERMINATION
The initial term of this Plan shall be for a period commencing on the Effective Date and ending on the third anniversary of the Effective Date, and shall thereafter automatically renew for successive three-year periods, unless earlier terminated in accordance with this section. The Plan may otherwise be
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amended, modified, suspended or earlier terminated by the Committee, in its sole discretion. Notwithstanding anything herein to the contrary, in no event shall any amendment, modification, suspension or termination adversely affect the rights of any Participant who is then receiving or entitled to receive payments or benefits under the Plan, without the prior written consent of such Participant.
COVENANTS
SUCCESSORS; ASSIGNMENT
MISCELLANEOUS PROVISIONS
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DEFINITIONS
Capitalized terms not otherwise defined in the Plan shall have the meanings set forth below:
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EXHIBIT A
ARTICIPATION AGREEMENT
Sutro Biopharma, Inc.
Severance And Change In Control Plan
Sutro Biopharma, Inc., a Delaware corporation (the “Company”), pursuant to its Change in Control Severance Plan, as may be amended from time to time (the “Plan”), hereby designates ____________________________ as a Participant in the Plan at the level indicated below:
FORMCHECKBOX Tier 1 Participant
FORMCHECKBOX Tier 2 Participant
FORMCHECKBOX Tier 3 Participant
By his or her signature below, the Participant hereby acknowledges and agrees that:
SUTRO BIOPHARMA, INC. PARTICIPANT
By: By:
Print Name: Print Name:
Title: Date: