DocuSign Envelope ID: B9CE0636-CD27-4AB6-A535-A599D6B572BF
March 15, 2024
Syed Rizvi, M.D.
Delivered via DocuSign
Re: Offer of Employment
Dear Syed:
On behalf of Poseida Therapeutics, Inc. (the “Company” or “Poseida”), I am pleased to offer you employment under the terms set forth in this offer letter agreement (the “Agreement”). These employment terms will be effective as of your start date, which is anticipated to be April 1, 2024 (such date your employment actually begins, the “Start Date”).
DocuSign Envelope ID: B9CE0636-CD27-4AB6-A535-A599D6B572BF
Syed Rizvi, M.D.
March 15, 2024
Page 2
sum on September 30, 2024. You will only earn the Sign On Bonus if you remain continuously employed with the Company through and including the one year anniversary of the date of payment. If, after September 30, 2024, your employment terminates either due to 1) your voluntary resignation for any reason, or 2) the Company’s termination of your employment for Cause (as defined herein), you will be required to repay to the Company, within [thirty (30) days] of your last day of employment with the Company, the full amount of the applicable Sign On Bonus that was paid to you in advance of it being earned. For purposes of this Agreement, “Cause” shall have the meaning ascribed to it in the Company’s Severance and Change in Control Plan.
You will be granted an Option to purchase 250,000 shares of the Company’s common stock . The Option shall have an exercise price per share equal to the closing price of the Company’s common stock as reported on the Nasdaq Stock Market on the date of grant. The Option shall vest over time, subject to your continuous service to the Company, on each applicable vesting date(s), as follows: (i) twelve and a half percent (12.5%) of the shares subject to the Option shall vest on the six-month anniversary of the specified vesting commencement date and (ii) the remaining shares shall vest in 42 consecutive equal monthly installments thereafter.
DocuSign Envelope ID: B9CE0636-CD27-4AB6-A535-A599D6B572BF
Syed Rizvi, M.D.
March 15, 2024
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You will be granted an RSU in respect of 185,000 shares of the Company’s common stock. The RSU shall vest over time, subject to your continuous service to the Company, on each applicable vesting date(s), as follows: twenty-five percent (25%) of the shares subject to the RSU shall vest on each of the first four anniversaries of the specified vesting commencement date.
DocuSign Envelope ID: B9CE0636-CD27-4AB6-A535-A599D6B572BF
Syed Rizvi, M.D.
March 15, 2024
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§1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration conducted in [San Diego, California] by JAMS, Inc. (“JAMS”) or its successors, before a single arbitrator under JAMS’ then applicable rules and procedures for employment disputes (available upon request and also currently available at http://www.jamsadr.com/rules-employment- arbitration/). Both you and the Company acknowledge that by agreeing to this arbitration procedure, you each waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding.
In addition, all claims, disputes, or causes of action under this section, whether by you or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration.
This paragraph shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law, including, without limitation, claims brought pursuant to the California Private Attorneys General Act of 2004, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code, as amended, to the extent such claims are not permitted by applicable law(s) to be submitted to mandatory arbitration and the applicable law(s) are not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”). In the event you intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration. You will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this Agreement shall be decided by the arbitrator. Likewise,
DocuSign Envelope ID: B9CE0636-CD27-4AB6-A535-A599D6B572BF
Syed Rizvi, M.D.
March 15, 2024
Page 5
procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator.
In any such proceeding, the arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that you or the Company would be entitled to seek in a court of law. Nothing in this Agreement is intended to prevent either the Company or you from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration pursuant to applicable law. The Company shall pay all filing fees in excess of those which would be required if the dispute were decided in a court of law, and shall pay the arbitrator’s fees and any other fees or costs unique to arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction.
DocuSign Envelope ID: B9CE0636-CD27-4AB6-A535-A599D6B572BF
Syed Rizvi, M.D.
March 15, 2024
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To accept employment at the Company under the terms described above, please e-sign and date this letter and the Proprietary Information Agreement attached as Exhibit A before the close of business on March 18, 2024.
Again, I am pleased to extend this offer to you. We look forward to your acceptance and to your contributions to the growth and success of Poseida.
Sincerely,
Poseida Therapeutics, Inc.
By: /s/ Kristin Martin
Kristin Martin
Chief People and Administration Officer
Reviewed, Understood, and Accepted:
/s/ Syed Rizvi, M.D. 3/17/2024
Syed Rizvi, M.D. Date
Exhibit A: Proprietary Information Agreement