Letter Agreement by and between the Company and Blaine Templeman, dated June 29, 2020
June 29, 2020
This letter is to inform you that in connection with entering into the proposed merger transaction pursuant to the that certain Agreement and Plan of Merger and Reorganization among Aduro Biotech, Inc. (the Company), Aspire Merger Sub, Inc., and Chinook Therapeutics U.S., Inc. dated as of June 1, 2020 (the Chinook Transaction), the Board of Directors of the Company has approved the following treatment of your options to purchase the Companys common stock (each, an Option). In the event of your Separation from Service (as defined in the Aduro Biotech, Inc. Amended and Restated Severance Plan and Summary Plan Description (the Severance Plan)), your then-outstanding Options (to the extent vested, after giving effect to any applicable acceleration), will remain outstanding and exercisable until 18 months following the date of such Separation from Service plus an additional 180 days in the event that shares issuable upon the exercise of any such Options would be subject to the terms of a lock-up agreement in connection with the Chinook Transaction following your Separation from Service; provided, however, that no option shall remain exercisable following the expiration of its term
Except as otherwise set forth in this letter, all terms and conditions of the Options remain the same. Please indicate your acknowledgment and agreement with this letter by signing in the space below and return this letter to Celeste Ferber at ***@*** no later than July 2, 2020. Upon the Companys receipt of your signed letter, each Option Agreement will be deemed amended to the extent necessary to reflect the terms of this letter. If you have any questions regarding this letter, please contact Celeste Ferber at ***@***.
|/s/ Celeste Ferber|
|SVP, General Counsel and Secretary|
Acknowledged and agreed:
/s/ Blaine Templeman