BioAtla, Inc. Management Change of Control Severance Plan

BIOATLA, INC.
MANAGEMENT CHANGE OF CONTROL SEVERANCE PLAN
AND SUMMARY PLAN DESCRIPTION

BIOATLA, INC.
MANAGEMENT CHANGE OF CONTROL SEVERANCE PLAN
AND SUMMARY PLAN DESCRIPTION

BioAtla, Inc. (the “Company”), and all of its U.S. based wholly owned subsidiaries (collectively, the “Employer”) have established this BioAtla, Inc. Management Change of Control Severance Plan (the “Plan”) with the intention of providing severance payments and benefits to eligible employees in the event of certain qualifying terminations of employment in connection with a change of control of the Company. The circumstances under which an eligible employee is entitled to severance payments and benefits hereunder are described further below.

This Plan supersedes and replaces all previous separation pay under any other plan, agreement, policy or program sponsored by the Employer for the eligible employees described below.

The effective date of this Plan is September 15, 2022.

For purposes of this Plan:

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Notwithstanding the foregoing, a restructuring, reorganization or similar or analogous event in which the stockholders of the Company immediately before such event have “Beneficial Ownership” (within the meaning of Rule 13d-3 under the Exchange Act) of the Company, or of the resulting entity, immediately after such event in substantially the same proportions as their ownership of shares of the Company immediately before such event shall not constitute a Change of Control. In addition, if required for compliance with Section 409A, in no event will a Change of Control be deemed to have occurred if such transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

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Each Employee who (i) is employed by the Employer in the United States in an Eligible Position, (ii) is offered a Participation Agreement by the Company, and (iii) signs and returns a Participation Agreement shall be eligible to participate in this Plan (each such individual, a “Participant”). Any Employee with an individual agreement providing for severance shall not be eligible to be a Participant, unless otherwise determined by the Committee. Each Participant under this Plan shall not be eligible to participate in any other severance or separation pay plan.

If a Participant experiences a CIC Qualifying Termination, then, in addition to the Accrued Benefits, the Employer will provide to such Participant the following severance benefits, subject to the Participant satisfying the Conditions:

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The severance payments and benefits payable pursuant to Section 4 will be reduced and/or offset by any notice payments, wages, salary and/or paid days in lieu of notice the Participant is given or is required to be given by the Employer to satisfy its obligations under WARN or any similar state statute. Any reduction or offset shall be taken from the payments and benefits first due under this Plan without affecting the time and form of the remaining payments. The value of benefits paid on behalf of but not directly to the Participant will not be treated as an offset.

Any severance payments and benefits that become payable pursuant to this Plan shall be paid at such time and in such form as set forth in Section 4; provided, however, if the payment and benefits under this Plan replace or substitute payments and/or benefits under another arrangement that is subject to Section 409A, then the severance and benefits that become payable pursuant to this Plan shall be paid at such time and in such form as under such other arrangement to extent required to comply with Section 409A. In the event a Participant entitled to receive severance payments and benefits under this Plan dies before receiving those payments and benefits, those payments and benefits will be paid to the Participant’s estate upon the estate’s execution of a full release of all claims against the Employer and its affiliates.

No benefits will be paid under this Plan until the Participant satisfies the Conditions. All benefits under this Plan are subject to any required withholding and payroll taxes.

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Receipt of severance payments and benefits under this Plan shall be in lieu of any other severance payments or benefits under any other plan, policy or program sponsored by the Employer.

Notwithstanding anything else herein to the contrary, to the extent any severance payments or benefits provided under this Plan in connection with the Participant’s termination of Active Status constitute deferred compensation subject to Section 409A and the Participant is deemed at the time of such termination to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the six-month period measured from the Participant’s separation from service (within the meaning of Section 409A) and (ii) the date of the Participant’s death, provided that such deferral shall be effected only to the extent required to avoid adverse tax treatment to the Participant, including, without limitation, the additional tax for which the Participant would otherwise be liable under Code Section 409A(a)(1)(B) in the absence of such a deferral. Following such a deferral, the first payment of any severance payment or benefit hereunder will include a catch-up payment covering the amount that would have otherwise been paid hereunder during the period between the Participant’s date of separation from service and the first payment date, but for the application of this provision, and the balance of the payments and benefits (if any) will be payable in accordance with their original schedule. To the extent any payment under this Plan may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision thereof. Payments pursuant to this Plan are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. To the extent that any provision of this Plan is ambiguous as to its compliance with Section 409A and Section 409A applies to such provision, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any expense reimbursement or the provision of any in-kind benefit under this Plan is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year (except, in the case of medical reimbursement arrangement, for any lifetime or other aggregate limitation applicable to expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Participant incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, in no event shall the timing of a Participant’s execution of a release pursuant to this Plan result, directly or indirectly, in such Participant designating the calendar year of any payment hereunder, and, to the extent required by Section 409A, if a payment hereunder that is subject to execution of a release could be made in more than one taxable year, payment shall be made in the later taxable year. Notwithstanding the foregoing, the Employer makes no representations that the payments and benefits provided under this Plan comply with Section 409A and in no event shall the Employer, any Employer affiliates, or their respective employees, officers, directors, agents and representatives (including, without limitation, legal counsel) be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Participant on account of non-compliance with Section 409A.

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Each Participant represents, warrants, agrees, and understands that: (i) the covenants and agreements set forth in this Section 8 are reasonable in their geographic scope, temporal duration, and the type and scope of activities they restrict; (ii) the Employer’s agreement to employ a Participant, and a portion of the compensation to be paid to a Participant hereunder, are in consideration for such covenants and such Participant’s continued compliance therewith, and constitute adequate and sufficient consideration for such covenants; (iii) each Participant shall not raise any issue of, nor contest or dispute, the reasonableness of the geographic scope, temporal duration, or content of such covenants and agreements in any proceeding to enforce such covenants and agreements; (iv) the enforcement of any remedy hereunder will not prevent any Participant from earning a livelihood, because each Participant’s past work history and abilities are such that each Participant can reasonably expect to find work in other areas and lines of business; (v) the covenants and agreements set forth in this Section 8 are essential for the Employer’s reasonable protection, are designed to protect the Employer’s legitimate business interests, and are necessary and implemented for legitimate business reasons; and (vi) in entering into these agreements, the Employer has relied upon each Participant’s representation that such Participant will comply in full with the covenants and agreements set forth in this Section 8.

Anything in this Plan to the contrary notwithstanding, if any payment or benefit a Participant would receive from the Employer or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code; and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 9 shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”), (ii) Full Credit Payments (as defined below) that are payable in cash, (iii) non-cash Full Credit Payments that are taxable, (iv) non-cash Full Credit Payments that are not taxable, (v) Partial Credit Payments (as defined below) and (vi) non-cash employee welfare benefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Plan or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Section 280G of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed

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on the date of the event triggering the excise tax. “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment.

A nationally recognized certified public accounting firm selected by the Company (the “Accounting Firm”) shall perform the foregoing calculations related to the Excise Tax. If a reduction is required pursuant to this Section 9, the Accounting Firm shall administer the ordering of the reduction as set forth in this Section 9. The Employer shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon each Participant and the Employer.

The Plan is administered by the Company (the “Plan Administrator”). The Plan Administrator is the named fiduciary under the Plan. In exercising fiduciary responsibilities, the Plan Administrator will have discretionary authority (a) to determine whether and to what extent Participants and beneficiaries are entitled to Plan benefits, and (b) to construe the Plan terms. The Plan Administrator will be deemed to have properly exercised such discretionary authority unless the Plan Administrator has abused its discretion hereunder by acting arbitrarily and capriciously.

Inquiries to the Plan Administrator should be addressed to the Plan Administrator, BioAtla, Inc, c/o Senior Vice President, Human Resources, 11085 Torreyana Road, San Diego, California 92121, telephone number ###-###-####.

The sponsor of this Plan is BioAtla, Inc. The Plan Sponsor’s employer identification number assigned by the Internal Revenue Service is 85-1922320. The Plan Number is 0503.

Each Plan Year is January 1 to December 31, provided that the first plan year shall be September 15, 2022 to December 31, 2022.

This is an employee welfare plan, which provides separation pay benefits to eligible Participants. The Plan is an unfunded plan administered by the Plan Administrator. When separation pay benefits are payable under the terms of this Plan, the benefits are paid from the general assets of the Plan Sponsor. All Plan benefits are paid by the Plan Sponsor and no Participant contributions are required.

Any legal notices regarding this Plan should be sent to the Plan Administrator, BioAtla, Inc. c/o Senior Vice President, Human Resources, 11085 Torreyana Road, San Diego, California 92121.

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If a Participant disagrees with a response to a claim for benefits under this separation pay plan, the Participant may make a claim to the Plan Administrator. This claim should be in the form of a letter stating why the Participant disagrees and should include all facts and information the Participant wants the Plan Administrator to consider. The Participant will be advised of the acceptance or rejection of his or her claim within 90 days after the claim is received, unless special circumstances require an extension of time for processing the claim. If the Plan Administrator requires an extension, written notice of the extension will be furnished to the Participant prior to the end of the initial 90-day period. The extension will not exceed an additional period of 90 days. The extension notice from the Plan Administrator will state the special circumstances requiring the extension of time and the date by which the Plan Administrator expects to make a final decision.

In the event the Participant’s claim is wholly or partially denied, it must be denied in writing or by electronic notice and the denial must state in detail the specific reasons for the denial, the specific plan provisions upon which the denial is based, any additional material or information which the Participant may provide which would entitle him or her to the benefits claimed, an explanation of why such material or information is necessary, and an explanation of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the Participant’s right to bring a civil action under Section 502(a) of ERISA following a denial on review of the claim. Any electronic notice will comply with the regulations of the U.S. Department of Labor.

If the Participant chooses to submit a claim for review by the Plan Administrator, then within 60 days after the date the claim is denied, the Participant or his or her authorized representative must make a written request to the Plan Administrator for review. The Participant’s request for review of a denied claim should include a statement of the reasons the claim should be allowed, all facts in support of the request and any other matters the Participant or his or her authorized representative feels are pertinent. The Participant or his or her representative shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim, and the Participant may also submit additional written comments, documents, records, and other information to the Plan Administrator which support the Participant’s claim.

The Plan Administrator will advise the Participant of the decision in writing within 60 days following receipt of the Participant’s request for review, unless special circumstances require an extension of time for processing (not to exceed an additional 60 days). If an extension is necessary, a decision will be made as soon as possible, but not later than 120 days after the Plan Administrator receives the Participant’s request for review. If an extension of time for review is required because of special circumstances, written notice of the extension, the Plan Administrator’s reasons for needing more time, and the date by which the Plan Administrator expects to render its decision on the review will be furnished to the Participant prior to the commencement of the extension. The decision on review will be in writing or by electronic notice and will include specific reasons for the decision, specific references to the plan provisions upon which the decision is based, a statement that the Participant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents and other information relevant to the Participant’s claim on appeal, and a statement of the Participant’s rights to bring suit under Section 502(a) of ERISA following the denial of an appeal. Any electronic notice will comply with the regulations of the U.S. Department of Labor.

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If the Participant’s claim is denied on appeal, the Participant has a right to bring an action under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended. The Participant must pursue all claims and appeals procedures described in this Plan document before the Participant seeks any other legal recourse with respect to Plan benefits.

The Plan Administrator will establish rules and procedures, consistent with the Plan and with ERISA, as necessary and appropriate in carrying out its responsibilities in reviewing benefit claims. The Plan Administrator may require a Participant who wishes to submit additional information in connection with an appeal from the denial of benefits to do so at the Participant’s own expense. The Plan Administrator shall have sole and exclusive discretion over claims and appeals issues and determinations, regardless of the timing of such determination or the exercise of such discretion.

No legal action for benefits under the Plan may be brought until the Participant (i) has submitted a written application for benefits in accordance with the procedures described above, (ii) has been notified by the Plan Administrator that the application is denied, (iii) has filed a written request for a review of the application in accordance with the appeal procedure described above, and (iv) has been notified that the Plan Administrator has denied the appeal. Notwithstanding the foregoing, if the Plan Administrator does not respond to the Participant’s claim or appeal within the relevant time limits specified above, the Participant may bring legal action for benefits under the Plan pursuant to Section 502(a) of ERISA.

As a participant in this Plan you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all plan participants shall be entitled to:

Receive Information about Your Plan and Benefits

Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites and union halls, all documents governing the plan, including insurance contracts and collective bargaining agreements, and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employees Benefits Security Administration.

Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including insurance contracts and collective bargaining agreements, and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The Plan Administrator may make a reasonable charge for the copies.

Receive a summary of the Plan’s annual financial report, if applicable. The Plan Administrator is required by law to furnish each Participant with a copy of this summary annual report.

Prudent Actions by Plan Fiduciaries

In addition to creating rights for plan participants ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your plan, called “fiduciaries” of the plan, have a duty to do so prudently and in the interest of you and other plan participants and beneficiaries. No one, including your employer, your union, or any other person, may

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fire you or otherwise discriminate against you in any way to prevent you from obtaining a welfare benefit or exercising your rights under ERISA.

Enforce Your Rights

If your claim for a welfare benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of plan documents or the latest annual report from the plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court. In addition, if you disagree with the plan’s decision or lack thereof concerning the qualified status of a domestic relations order or a medical child support order, you may file suit in Federal court. If it should happen that plan fiduciaries misuse the plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

Assistance with Your Questions

If you have any questions about your plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C., 20210. You may also contact the Employee Benefits Security Administration by calling 1-866-444-EBSA, or viewing the web-site at http://www.dol.gov.ebsa.

The Company reserves the right to amend or terminate this Plan without the consent of Participants, except that, during a Potential Change of Control Period and on and after a Change of Control, the Plan may only be amended or terminated with the written consent of a majority of the then covered Participants. Notwithstanding the foregoing, once an eligible Participant has incurred a CIC Qualifying Termination, as applicable, the Plan may not be amended or terminated with respect to such Participant without such Participant’s written consent.

This Plan is not a guarantee of continued employment. A Participant’s employment remains terminable by either the Participant or the Employer with or without cause.

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IN WITNESS WHEREOF, the Company has caused this Separation Pay Plan to be executed this 21st day of September, 2022.

BIOATLA, INC.

By: /s/ Jay M. Short, Ph.D.
Name: Jay M. Short, Ph.D.

Title: Chief Executive Officer

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EXHIBIT A

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EXHIBIT B

BIOATLA, INC.
 

[Date]

[Name]

Re: Participation in BioAtla, Inc. Management Change of Control Severance Plan

Dear [Name]:

The purpose of this letter is to inform you that you have been designated by BioAtla, Inc. (the “Company” and together with its U.S. subsidiaries and/or affiliates, the “Employer”), as a participant in the Company’s Management Change of Control Severance Plan, a copy of which is enclosed herewith (as in effect from time to time, the “Plan”). Capitalized terms used in this letter but not otherwise defined herein have the meanings given to those terms in the Plan.

Subject to the terms and conditions of the Plan, if you undergo a CIC Qualifying Termination and, in each case, satisfy the Conditions, the Employer will provide you the applicable severance benefits described in the Plan.

Your participation in the Plan is governed in all respects by the terms and conditions of the Plan (including, without limitation, your restrictive covenant obligations set forth in Section 8 of the Plan), and in the event of any conflict between this letter and the Plan, the Plan will control.

Sincerely,

BioAtla, Inc.

_________________________________
Name:

Title:

I acknowledge and agree that my participation in the Plan is governed in all respects by the terms and conditions of the Plan (including, without limitation, my restrictive covenant obligations set forth in Section 8 of the Plan).

_________________________________
[Name]

_________________________________ (Date)

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