GRAYBUG VISION, INC.
CHANGE IN CONTROL SEVERANCE POLICY
The Board of Graybug Vision, Inc. (the Company) has determined that it is appropriate to reinforce the continued attention and dedication of the Companys employees to their assigned duties without distraction in circumstances arising from the possibility of a Change in Control of the Company. Accordingly, the Company desires to adopt this amended and restated Change in Control Severance Policy (Policy) to provide certain benefits as set forth below in connection with a Change in Control of the Company. This Policy supersedes and restates the Companys prior Change in Control Severance Policy as of the Effective Date. Where applicable in this Policy, the Company is intended to include any parent of the Company, subsidiary of the Company and any successor of the Company. This Policy is effective as of the Effective Date and will remain in effect until terminated or modified by the Board.
1. Eligibility. Each employee of the Company who is employed by the Company in the United States as of immediately prior to the consummation of a Change in Control shall participate in this Policy (each, an Employee).
2. Benefits upon Termination of Employment following a Change in Control.
(a) Benefits. If Employee is subject to a Qualifying Termination at any time commencing on the effective date of a Change in Control through the twelve-month anniversary of the effective date of a Change in Control, then, upon such termination of Employees employment (and for employees subject to taxation by the United States the termination of which constitutes a separation from service as defined in the regulations promulgated under Section 409A of the Code (a Separation from Service)), the Employee will be entitled to the following benefits:
(i) Lump sum payment equal to one month of Employees base salary in effect immediately prior to Employees Separation from Service (or, if applicable, immediately prior to a reduction in base salary that gave rise to Good Reason) multiplied by the Employees Applicable Number, to be paid as soon as administratively practicable following the date on which the Release becomes effective and irrevocable and, in any event, within 60 days following the date of the Separation from Service;
(ii) Lump sum payment equal to Employees then applicable target bonus, prorated based on a number of months out of the applicable measurement year equal to the Employees Applicable Number, to be paid as soon as administratively practicable following the date on which the Release becomes effective and irrevocable and, in any event, within 60 days following the date of the Separation from Service;
(iii) Provided Employee timely elects to continue health coverage under COBRA or similar law, reimbursement for any monthly COBRA premium payments made by Employee until the earliest of (a) the expiration of the number of months equal to the Employees Applicable Number following Employees Separation from Service and (b) the date on which Employee and Employees covered dependents, if any, becomes eligible for healthcare coverage under another employer plan(s); and