Singular Genomics Systems, Inc.
February 28, 2023
VIA ELECTRONIC MAIL
Daralyn Durie
DDurie@mofo.com
Re: Terms of Separation
Dear Daralyn:
This letter confirms the agreement (“Agreement”) between you and Singular Genomics Systems, Inc. (the “Company”) concerning the terms of your separation from employment and offers you certain benefits to which you would not otherwise be entitled, conditioned upon your provision of a general release of claims and covenant not to sue as provided herein. If you agree to the terms outlined herein, please sign and return this Agreement to me in the timeframe outlined below.
On February 15, 2023, the Company granted you an option to purchase 80,000 shares of its Common Stock (the “2023 Option”). The 2023 Option vests in 24 equal monthly installments over a 24-month period measured from the date of grant. In consideration of your release of claims and contingent upon this Agreement becoming effective, the Company will amend the vesting terms of your 2023 Option such that you will continue to vest in the 2023 Option on a monthly basis after the Separation Date based on your continued compliance with your obligations set forth in this Agreement. Specifically, you will continue to vest under the 2023 Option until the earlier of (i) you become fully vested on February 14, 2025 or (ii) the date the Company provides you with written notice that it has determined in good faith that you have materially breached or violated any of your obligations set forth in this Agreement (the “Vesting Termination Date”). On the Vesting Termination Date, all then unvested Option Shares issuable under the 2023 Option shall automatically terminate. Contingent upon your execution of this Agreement and contingent upon this Agreement becoming effective, the Board will amend your 2023 Option to extend the post termination exercise period to March 24, 2031 for your vested Option Shares as of such date. Additionally, you acknowledge and agree that as a result of the modification of the post-termination exercise period of the 2023 Option and the tax rules applicable to incentive stock options, the 2023 Option (regardless whether it was intended to qualify as an incentive stock option) will be treated as non-statutory stock options after ninety (90) days from your Separation Date. You have been advised to seek independent tax advice of the consequences of such modification. Except as expressly amended herein, the Stock Option Agreement, between you and the Company will remain in full force and effect, and you agree to remain bound by that agreement.
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
If you agree to abide by the terms outlined in this Agreement, please sign below and return it to me within the timeframe noted above. I wish you the best in your future endeavors.
Sincerely,
Singular Genomics Systems, Inc.
By:/s/Vincent Brancaccio
Name: Vincent Brancaccio
Title: SVP of HR
READ, UNDERSTOOD AND AGREED
/s/ Daralyn Durie Date: 3/1/23
Daralyn Durie
EXHIBIT A
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT