SECOND AMENDMENT TO
This Second Amendment to Offer Letter (this Amendment), amending that certain Offer Letter (the Offer Letter), dated August 1, 2018, by and between Equillium, Inc. (the Company) and Krishna Polu, M.D. (the Executive) as amended by the First Amendment to Offer Letter, effective January 1, 2020, is entered into effective as of September 28, 2020. Capitalized terms used herein which are not defined herein shall have the definition ascribed to them in the Offer Letter.
WHEREAS, the Company and the Executive have previously entered into the Offer Letter;
WHEREAS, the Executive has notified the Company that Executive wishes to terminate his employment, effective December 31, 2020; and
WHEREAS, the Company and the Executive desire to amend the Offer Letter as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the promises and covenants contained herein and in the Offer Letter, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Sixth Paragraph of the Offer Letter. The sixth paragraph of the Offer Letter is hereby amended and restated in its entirety to read as follows:
You will be eligible to earn an annual discretionary performance-based bonus at an annual target amount of forty percent (40%) of your then current base salary (Target Bonus), based on the attainment of individual and Company objectives to be determined and approved by the Company. The Companys payment, and the amount, of any such bonus shall be in the sole discretion of the Company. No amount of bonus is guaranteed, and, in addition to the other conditions for earning any such bonus, you must remain an employee in good standing of the Company on the date the bonus is determined and through December 31, 2020, but not when paid.
2. Seventh Paragraph of the Offer Letter. The seventh paragraph of the Offer Letter is hereby amended by adding a new sentence at the end of the seventh paragraph, which reads as follows:
All Options shall continue to vest through March 31, 2021, and Executive agrees that all options that have not vested as of March 31, 2021 shall be forfeited immediately as of such date. For purposes of the Equity Plans, Executives change in status from employee to