WHEREAS, Executive entered into a confirmatory offer letter with the Company dated July 9, 2020 (the “Offer Letter”);
WHEREAS, Executive signed an Employee Confidentiality, Inventions and Non-Interference Agreement with Alexo Therapeutics Inc., dated June 1, 2016 (the “Confidentiality Agreement”);
WHEREAS, the Company granted Executive certain awards of stock options (“Options”) to purchase shares of the Company’s common stock (“Shares”) and restricted stock units (“RSUs”) covering Shares (each, an “Award,” and collectively, the “Awards”), under the Company’s Amended and Restated 2020 Equity Incentive Plan, as amended from time to time (the “Plan”), and applicable award agreements thereunder including any amendments thereto, as set forth in 附表I attached hereto (such award agreements and any amendments thereto, together with the Plan, the “Award Documents”);
WHEREAS, Executive separated from employment with the Company effective October 11, 2024 (the “Separation Date”); and
WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that the Executive may have against the Company and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Executive’s employment with or separation from the Company.
解除限制加速. Executive and the Company acknowledge and agree that as of the Separation Date, Executive will have vested as to only that portion of the Awards as set forth in Schedule I attached hereto under the column titled “Number of Shares subject to Award vested through Separation Date.” As of the Effective Date of this Agreement, a portion of the Awards shall become immediately vested as to such number of Shares as set forth in Schedule I attached hereto under the column titled “Number of Shares subject to Award that accelerate vesting pursuant to Section 1.c. of Agreement” (which is intended to reflect the number of Shares that would have vested under the applicable Awards had Executive remained an employee of the Company until October 11, 2025). Any RSUs that accelerate vesting in accordance with this subsection c. will be settled by the Company no later than the sixtieth (60th) day following the Separation Date. For purposes of clarity, such RSUs will be subject to any applicable tax withholdings and, unless determined otherwise by the administrator of the Plan in accordance with the applicable Award Documents, any applicable tax withholdings will be satisfied by having the Company withhold otherwise deliverable Shares under such RSUs having a fair market value equal to the amount necessary to meet such withholding obligations with respect to the RSUs. The exercise of Employee’s vested Options shall continue to be governed by the terms and conditions of the applicable Award Documents except as otherwise expressly set forth in this Agreement.
d.
Option Post‑Termination Exercise Period Extension. As of the Effective Date of this Agreement, each Option, to the extent vested as of the Separation Date or subject to or eligible for vesting acceleration in accordance with subsection c. above or subsection e. below, shall be amended to provide that such Option shall be exercisable, to the extent such Option is or becomes vested, until July 11, 2026, subject to earlier termination in accordance with the Award Documents and provided that in no event may any Option be exercised beyond the maximum term applicable to such Option. Executive acknowledges and agrees that the foregoing is an amendment of the Options that constitutes a “modification” of the Options, resulting in the deemed re-grant of the Options for purposes of the rules governing incentive stock options (“ISOs”) under Section 422 of the Internal Revenue Code (the “Code”). Executive further acknowledges and agrees that amending any Options that are intended to qualify as ISOs pursuant to this amendment will result in such Options being converted into non-statutory stock options for tax purposes as of the Effective Date (“NSOs”) to the extent the Options do not satisfy all of the qualification requirements for ISO status as of such amendment date. Upon the exercise of any NSOs, Executive will be treated as having received compensation income from the Company (taxable at ordinary income tax rates) equal to the excess, if any, of the aggregate fair market value of the exercised Shares on the date of exercise over their aggregate exercise price. In that case, in addition