Gbola Amusa
December 8, 2023
Page 3 of 6
d. Following your Start Date, subject to (i) the approval of such award by the Board of Directors of the Company (the “Board”), or an authorized committee thereof, and (ii) your continued service to the Company through the date of grant of such award (which shall not be later than 30 days following your Start Date), you will be eligible to receive a grant of a stock option award pursuant to the Metsera 2023 Stock Incentive Plan (the “Plan”), with underlying shares of common stock of the Company equal to 1,135,000, and in such form and otherwise subject to such terms and conditions as approved by the Board, or an authorized committee thereof, in its sole discretion. In no event shall the exercise price, if applicable, of any equity award granted to you pursuant to the Plan be less than the fair market value of a share of common stock of the Company on the date of grant, as determined in accordance with Section 409A.
4. Benefits; Severance; Company Policies.
a. You will be eligible to participate in all employee welfare and benefit plans, programs and arrangements made available generally to Company employees of equal status, provided that you meet all requirements for each benefit. Each benefit is governed by the applicable policy provider’s terms and conditions, which will be determinative. The Company reserves the right to amend, modify, or terminate any of these benefits without notice.
b. You will be entitled to vacation and paid time off for certain U.S. holidays, in accordance with the Company’s policies, as in effect from time to time.
c. The Company will reimburse you for all reasonable business expenses you incur pursuant to the Company’s usual expense reimbursement policies and practices, as in effect from time to time, following your submission of reasonable documentation thereof. In addition, not later than thirty (30) days following your Start Date, and subject to your continued employment as of the payment date, the Company will reimburse you for your reasonable and documented legal fees and costs associated with entering into this Letter, not to exceed $10,000. With regard to reimbursement of costs and expenses, except as permitted by Section 409A, (i) the right to reimbursement shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement provided during any taxable year shall not affect the expenses eligible for reimbursement in any other taxable year; and (iii) such payments shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred.
d. If the Company terminates your employment without Cause (defined below) or you terminate your employment for Good Reason (as defined below), and contingent on your signing (and not revoking) a Separation and General Release Agreement satisfactory to the Company based on the Company’s standard form, as in effect at such time (the “General Release”), the Company agrees to pay you severance equal to twelve (12) months’ Base Salary (based on your then-applicable Base Salary) (the “Severance”). The Severance will be in full satisfaction of all obligations that would otherwise have been due to you under this Letter, except for any accrued and unpaid base salary through your date of termination, any approved but unreimbursed business expenses, any vested equity, and any vested benefits under the terms of any employee benefit plans, in accordance with the provisions of such plans (collectively, “Accrued Compensation”). The Company will pay the Severance, if it
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