TRANSITIONAL SERVICES AND SEPARATION AGREEMENT
This Amendment to Transitional Services and Separation Agreement (this Amendment) is made as of April 1, 2021 (the Amendment Effective Date), by and between Kevin G. Peters, MD (Executive) and Aerpio Pharmaceuticals, Inc., a Delaware corporation (the Company, and together with Executive, each, a Party, and collectively, the Parties). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Transitional Services and Separation Agreement (as defined below).
WHEREAS, the Parties entered into a Transitional Services and Separation Agreement dated February 9, 2021 (the Transitional Services and Separation Agreement); and
WHEREAS, Executive and the Company desire to amend the Transitional Services and Separation Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive and the Company hereby agree as follows:
1. Section 6 of the Transitional Services and Separation Agreement is hereby amended and restated in its entirety as follows:
6. Change in Control. Notwithstanding the foregoing, in the event that a Change in Control (as defined in the Employment Agreement) occurs prior to the Date of Termination or within five (5) months following the Date of Termination and Executive satisfies the Conditions, (i) the Severance Amount in Section 5(a) shall equal the sum of (A) 18 months of Executives Base Salary (or Executives Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) 1.5 times Executives Target Annual Incentive Compensation (as defined in the Employment Agreement) and shall be paid out in a lump sum within 60 days after the Date of Termination (or, if later the Change in Control); (ii) the COBRA health continuation payments by the Company in Section 5(b) shall continue for eighteen (18) months or Executives COBRA health continuation period, whichever ends earlier, and (iii) in lieu of the partial accelerated vesting described in Section 5(c), and except as otherwise expressly provided in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by Executive subject to time-based vesting (the Time-Based Equity Awards) shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination (or, if later, the Change in Control). For the avoidance of doubt, (i) in no event will Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement, and (ii) if the Company has commenced providing severance pay and benefits to Executive under Section 5 prior to the date that Executive becomes eligible to receive severance pay and benefits under this Section 6, the severance pay and benefits previously provided to Executive under Section 5 shall reduce the severance pay and benefits to be provided under this Section 6.