Exhibit 10.21
Pyxis Oncology, Inc.
October 18, 2022
Via Email Only
Lara S. Sullivan, M.D., MBA
lsullivan@pyxisoncology.com
RE: AMENDED AND RESTATED OFFER LETTER
Dear Dr. Sullivan:
This Amended and Restated Offer Letter (this “Letter”) memorializes the amended and restated employment terms offered to you by Pyxis Oncology, Inc. (“Pyxis” or the “Company”). This Letter (including all amended and restated terms herein) will supersede and replace in full the prior Offer Letter, entered into by and between you and the Company dated October 21, 2019 (the “Prior Letter”), and it will become effective as of the closing of the Company’s initial public offering. This Letter is intended to summarize the terms and conditions of your employment.
located in the Boston-metropolitan area.
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continued service, pursuant to the applicable award agreements, and are subject to the accelerated vesting set forth in Section 5(b)(ii)(2).
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(b) the Company fails to remedy such event within 30 days following the Company’s receipt of such notice and (c) you actually resign your employment with the Company within 30 days following the end of such 30-day remedy period.
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(A) twelve (12) months’ base salary, less standard deductions, payable in bi-weekly installments in accordance with the Company’s regular payroll policies over the twelve (12) month period following such termination of employment, commencing within 60 days following such termination of employment and with the first payment to include the amounts that would have been paid following such termination of employment but were delayed subject to the effectiveness of the Release, and (B) if you elect to continue your health insurance coverage pursuant to your rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), following the termination of your employment, your monthly premium under COBRA on a monthly basis until the earlier of (1) twelve (12) months following the effective termination date, or (2) the date upon which you commence employment that provides you with eligibility for healthcare benefits substantially comparable to those provided by Pyxis. A termination of your employment by Pyxis due to physical or mental illness which is not a Disability (as defined herein) shall be treated as an involuntary termination other than for Cause. The term “Disability” shall mean that you have not been able to materially engage in your duties and responsibilities after reasonable accommodation by reason of any medically determinable physical or mental impairment for a period of not less than 90 consecutive days or not less than 120 days during any one-year period.
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(ii) signing and not revoking the Release.
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This Letter, along with the Proprietary Information Agreement and the equity documents referenced in Section 3(c) above (which are separate agreements and governed in full by their own terms and conditions), forms the complete and exclusive statement of your agreement with the Company regarding the subject matter herein. This Letter supersedes, extinguishes, and replaces in their entirety all other prior agreements and/or representations, whether oral or written, with
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respect to your employment compensation, benefits and terms with the Company (including the Prior Letter).
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If the foregoing is acceptable, please indicate your agreement by signing below and returning the original signed Letter (keeping a copy for your own records) to me. If you have any further questions or require additional information, please feel free to contact me.
Sincerely,
PYXIS ONCOLOGY, INC.
By: /s/ John Flavin
John Flavin
Chairman of the Board of Directors
ACCEPTED AND AGREED:
/s/ Lara Sullivan
Lara S. Sullivan, M.D., MBA
Date: October 18, 2022
Appendices: Appendix A — Approved Activities
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Appendix A
APPROVED ACTIVITIES
None
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