(e) Equity Compensation. The Executive shall be eligible to participate in the Company’s equity incentive program, subject to approval by the Company’s Board. The Executive’s eligibility for and other rights with respect to any granted equity awards will be governed by the Equity Documents. We will recommend to the Board that the Executive be granted stock options to purchase 100,000 shares of Codiak’s common stock. If the option is granted, the shares subject to the foregoing option will vest over a 4-year period from the start date of employment, with the first 25% vesting on the first anniversary of the start date of employment and the remaining shares vesting in equal quarterly installments over the three years thereafter, subject to the Executive’s continued employment with Codiak on each applicable vesting date.
The options described in this Section (both time-based and performance based) are referred to as the “Options.” The exercise price for each share of Common Stock subject to the foregoing Options will be equal to the fair market value per share of the Common Stock on the date of grant of such options, as determined by the Board. To the extent this letter conflicts with the Equity Documents, the Equity Documents shall control.
(f) Vacation. The Executive shall be entitled to vacation consistent with, and subject to, the Company’s vacation policy in effect from time to time (the “Vacation Policy”), which Policy is subject to change by the Company. Currently, the Vacation Policy provides the Executive with 20 paid vacation days each year, subject to accrual conditions and the other terms of the Policy. The Executive shall also be entitled to all Company paid holidays as designated by the Company from time to time.
3. Termination.
(a) At-Will. The Executive’s employment hereunder is at-will and may be terminated by the Executive or the Company at any time and for any reason. Nothing herein constitutes a contract of employment for any specified duration or a guarantee of any level of benefits or compensation in the future.
(b) Accrued Compensation. In connection with the termination of Executive’s employment for any reason, the Company shall pay the Executive any Base Salary earned through the last day of the Executive’s employment with the Company (such date, the “Termination Date”), any unpaid and timely submitted expense reimbursements (subject to Section 2(c)) and any unused vacation that accrued through the Termination Date (if the Company’s policy on the date of the Executive’s termination provides for accrual of vacation), in each case on or before the time required by law.
(c) Severance. Under certain circumstances, the Executive may be eligible for severance compensation as set forth in, and subject to, the Company’s Severance Plan for Executive Officers , which is attached hereto as Exhibit B (the “Severance Plan”). By signing this Agreement, you are agreeing to the terms and conditions of the Severance Plan.
(d) Notice of Termination. Except for termination by reason of death, any termination of the Executive’s employment by the Company or any such termination by the Executive shall be communicated by written notice of termination to the other party.
(e) Automatic Resignation of Other Positions. The termination of Executive’s employment with the Company for any reason shall automatically be deemed a resignation by the Executive of any other position held by the Executive with the Company or any affiliate of the Company, whether as an officer, director, fiduciary or otherwise.
Codiak BioSciences, Inc. – 35 Cambridge Park Drive, Suite 500, Cambridge, MA 02140
www.codiakbio.com
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