AMENDMENT TO THE
ADURO BIOTECH, INC.
AMENDED AND RESTATED SEVERANCE PLAN
SUMMARY PLAN DESCRIPTION
This Amendment (this Amendment) to the Aduro Biotech, Inc. Amended and Restated Severance Plan and Summary Plan Description (the Severance Plan), is made and adopted by the Board of Directors (the Board) of Aduro Biotech, Inc., a Delaware corporation (the Company), effective as of June 29, 2020 (the Amendment Date).
WHEREAS, the Company maintains the Severance Plan; and
WHEREAS, pursuant to the that certain Agreement and Plan of Merger and Reorganization among Aduro Biotech, Inc., Aspire Merger Sub, Inc., and Chinook Therapeutics U.S., Inc. dated as of June 1, 2020 (the Merger Agreement), the Company shall make certain amendments to the Severance Plan.
NOW, THEREFORE, BE IT RESOLVED, that the Severance Plan is hereby amended as follows, subject to, and effective as of the Amendment Date:
1. The Severance Plan is hereby amended to provide that the definition Change in Control under the Plan additionally include the consummation of the transactions contemplated by the Merger Agreement.
2. The Severance Plan is hereby amended to provide that, notwithstanding anything to the contrary therein, in the event a Covered Employee (as defined in the Severance Plan) becomes eligible to receive severance benefits thereunder pursuant to a Non-Change in Control Termination (as defined in the Severance Plan) that occurs prior to the Effective Time (as defined in the Merger Agreement):
(a) Such Covered Employee shall be entitled to receive any Change in Control Termination payments and benefits set forth in Section III(b) of the Severance Plan that exceed the Non-Change in Control Termination payments and benefits set forth in Section III(a) of the Severance Plan (the Additional Benefits); provided, that the payment of the Additional Benefits shall be contingent upon the Effective Time and the Covered Employees execution and delivery of the Release in accordance with the terms of the Severance Plan;
(b) Any Additional Benefits shall be paid in a lump sum, or provided, as applicable, upon the Effective Time, subject to Section V of the Severance Plan; provided that in the event that the Effective Time has not occurred by March 15, 2021, the cash portion of any Additional